摩根士丹利美股招股说明书(2026-04-30版)

and the S&P 500®IndexBuffered Performance Leveraged Upside SecuritiesSMFully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities The Buffered PLUS (the “securities”) are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionallyguaranteed by Morgan Stanley. The securities will pay no interest and have the terms described in the accompanying product supplement,index supplement, tax supplement and prospectus, as supplemented or modified by this document. Payment at maturity.At maturity, if the final level ofeachunderlier isgreater thanits initial level, investors will receive the stated principalamountplusthe leveraged upside payment. If the final level ofeitherunderlier isequal to or less thanits initial level but the final level ofeachunderlier isgreater than or equal toits buffer level, investors will receive only the stated principal amount at maturity. If, however, thefinal level ofeitherunderlier isless thanits buffer level, investors will lose 1% for every 1% decline in the level of the worst performingunderlier beyond the specified buffer amount.Under these circumstances, the payment at maturity will be less, and may besignificantly less, than the stated principal amount of the securities, subject to the minimum payment at maturity. The value of the securities is based on the worst performing underlier.The fact that the securities are linked to more than oneunderlier does not provide any asset diversification benefits and instead means that a decline in the level ofeitherunderlier beyond itsbuffer level will adversely affect your return on the securities, even if the other underlier has appreciated or has not declined as much. The securities are for investors who seek a return based on the performance of the worst performing underlier and who are willing to risktheir principal and forgo current income in exchange for the upside leverage and buffer features, each of which applies to a certain range ofperformance of the worst performing underlier over the term of the securities.Investors in the securities must be willing to accept therisk of losing a significant portion of theirinitial investment based on the performance of either underlier.The securities are notesissued 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. Thesesecurities are not secured obligations and you will not have any security interest in, or otherwise have any access to, anyunderlying reference asset or assets. (1)Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $37.50 for each security they sell.See “Supplemental information regarding plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution (Conflicts of Interest)” inthe accompanying product supplement.(2)See “Use of Proceeds and Hedging” in the accompanying product supplement.The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 6. 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 arethey 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 “Additional Terms of the Securities” and “Additional Information About the Securities” at the end of this document.References to “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires. Buffered PLUSPrincipal at Risk Securities Estimated Value of the Securities The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring andhedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date isless than $1,000. Our estimate of the value of the securities as determined on the pricing date is set forth on the cover of thisdocument. What goes into the estimated value on the pricing date? In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and aperformance-based component linked to the underliers. The estimated value of the securities is determined using our own pricingand valuation models, market inputs and assumptions relating to the underliers, instruments based on the underliers, volatilityand other factors including current and expected interest r