摩根士丹利美股招股说明书(2026-05-12版)

Morgan Stanley Finance LLCSTRUCTURED INVESTMENTSOpportunities in U.S. Equities Market Linked Securities—Auto-Callable with Contingent Coupon and Buffered Downsidewith MultiplierPrincipal at Risk Securities Linked to the Common Stock of Arista Networks, Inc. due May 24, 2027 Fully and Unconditionally Guaranteed by Morgan Stanley ￭Linked to the common stock of Arista Networks, Inc. (the “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, thesecurities do not guarantee the payment of interest, do not guarantee the repayment of principal and are subject to potential automatic call prior to the maturity date upon the terms describedbelow. The securities have the terms described in the accompanying product supplement for principal at risk securities, tax supplement and prospectus, as supplemented or modified by thisdocument.￭Contingent Coupon.The securities will pay a contingent coupon on a quarterly basis until the earlier of the maturity date or automatic call if, and only if, the stock closing price on the calculationday for that quarter isgreater than or equal tothe coupon threshold price. However, if the stock closing price on a calculation day isless thanthe coupon threshold price, you will not receive anycontingent coupon payment for the relevant quarter. If the stock closing price isless thanthe coupon threshold price on every calculation day, you will not receive any contingent coupon paymentsthroughout the entire term of the securities. The coupon threshold price is equal to 80% of the starting price. The contingent coupon rate will be determined on the pricing date and will be at least26.60%per annum.￭Automatic Call. The securities will be automatically called if the stock closing price on any of the calculation days (other than the final calculation day) isgreater than or equal tothe starting pricefor a cash payment equal to the face amountplusa final contingent coupon payment. No further payments will be made on the securities once they have been called.￭Potential Loss of Principal.If the securities are not automatically called prior to maturity, you will receive the face amount at maturity if, and only if, the ending price is greater than or equal to thedownside threshold price. If the ending price is less than the downside threshold price, investors will be exposed to the decline in the underlying stock beyond 20%, subject to the buffering effect ofa multiplier equal to 1.25, and you will lose 1.25% of the face amount for every 1% decline in the price of the underlying stock.￭Accordingly, investors in the securities must be willing to accept the risk of losing some, and possibly all, of their initial investment and also the risk of not receiving any contingentcoupon payments throughout the entire term of the securities.￭The securities are for investors who are willing to risk their principal and seek an opportunity to earn interest at a potentially above-market rate, in addition to the buffer feature that applies to only alimited range of performance of the underlying stock, in exchange for the risk of receiving no contingent coupon payments over the entire term of the securities.￭Investors will not participate in any appreciation of the underlying stock.￭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, the underlying stock. The current estimated value of the securities is approximately $967.40 per security, or within $35.00 of that estimate. The estimated value of the securities is determined using our ownpricing and valuation models, market inputs and assumptions relating to the underlying stock, instruments based on the underlying stock, volatility and other factors including currentand expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades inthe 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 debtsecurities. See “Risk Factors” beginning on page 10. 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 productsupplement, 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