摩根士丹利美股招股说明书(2026-04-29版)

Market-Linked Notes due May 2, 2029 Based on the Performance of the S&P 500®IndexFully and Unconditionally Guaranteed by Morgan Stanley The notes are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteedby Morgan Stanley. The notes will pay no interest and have the terms described in the accompanying product supplement,index supplement and prospectus, as supplemented or modified by this document. ￭Payment at maturity.At maturity, if the final level isgreater thanthe initial level, investors will receive the stated principalamountplusthe upside payment, subject to the maximum payment at maturity. If, however, the final level isequal to or lessthanthe initial level, investors will receive only the stated principal amount at maturity. The notes are for investors who are concerned about principal risk but seek a return based on the performance of theunderlier, and who are willing to forgo current income and returns above the maximum payment at maturity in exchange forthe repayment of principal at maturity and the potential to receive a positive return.The notes 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 yourinvestment. These notes are not secured obligations and you will not have any security interest in, or otherwisehave any access to, any underlying reference asset or assets. The notes involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 5.The Securities and Exchange Commission and state securities regulators have not approved or disapproved these notes, or determined if this documentor the accompanying product supplement, index supplement and prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. 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 and prospectus, each of which can be accessed via the hyperlinks below. When you read the accompanying index supplement, please note that all references in such supplement to the prospectus datedNovember 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sectionsof such prospectus, as applicable. Please also see “Additional Terms of the Notes” and “Additional Information About the Notes” at the end of thisdocument.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 Notes dated April 8, 2026Index Supplement dated April 8, 2026 Market-Linked Notes Estimated Value of the Notes The original issue price of each note is $1,000. This price includes costs associated with issuing, selling, structuring and hedgingthe notes, which are borne by you, and, consequently, the estimated value of the notes on the pricing date is less than $1,000.Our estimate of the value of the notes as determined on the pricing date is set forth on the cover of this document. What goes into the estimated value on the pricing date? In valuing the notes on the pricing date, we take into account that the notes comprise both a debt component and a performance-based component linked to the underlier. The estimated value of the notes is determined using our own pricing and valuationmodels, market inputs and assumptions relating to the underlier, instruments based on the underlier, volatility and other factorsincluding current and expected interest rates, as well as an interest rate related to our secondary market credit spread, which isthe implied interest rate at which our conventional fixed rate debt trades in the secondary market. What determines the economic terms of the notes? In determining the economic terms of the notes, we use an internal funding rate, which is likely to be lower than our secondarymarket credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you werelower or if the internal funding rate were higher, one or more of the economic terms of the notes would be more favorable to you. What is the relationship between the estimated value on the pricing date and the secondary market price of the notes? The price at which MS & Co. purchases the notes in the secondary market, absent changes in market conditions, including thoserelated to the underlier, may vary from, and be lower than, the estimated value on the pricing date, because the secondarymarket price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would chargein a secondary mark