摩根士丹利美股招股说明书(2026-05-27版)

Dual Directional Buffered PLUS due December 4, 2028Based on the Worst Performing of the Nasdaq-100 Index®and the S&P 500® IndexBuffered Performance Leveraged Upside SecuritiesSM The Dual Directional Buffered PLUS (the “securities”) are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully andunconditionally guaranteed by Morgan Stanley. The securities will pay no interest and have the terms described in the accompanyingproduct 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, subject to the maximum upside payment at maturity. If the final level ofeitherunderlier isequalto or less thanits initial level but the final level ofeachunderlier isgreater than or equal toits buffer level, investors will receive atmaturity the stated principal amountplusa positive return equal to (i) the absolute value of the percentage decline in the level of the worstperforming underliermultipliedby (ii) the absolute return participation rate. If, however, the final level ofeitherunderlier isless thanitsbuffer level, investors will lose 1% for every 1% decline in the level of the worst performing underlier beyond the specified buffer amount.Under these circumstances, the payment at maturity will be less, and may be significantly less, than the stated principal amountof 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 and returns above the maximum upside payment at maturity in exchange for the upside leverage,absolute return participation and buffer features, each of which applies to a certain range of performance of the worst performing underlierover the term of the securities.Investors in the securities must be willing to accept the risk of losing a significant portion of theirinitial investment based on the performance of either underlier.The securities are notes issued as part of MSFL’s Series A GlobalMedium-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 $for each security they sell. MS& Co., an affiliate of the Issuer, may pay a third party data analytics provider a fee of $0.50 for each security sold in this offering. MS & Co. is obtaining theseanalytics at the request of the third party dealer involved with this offering with the third party dealer also designated as a permitted user of the relevantanalytics. The Issuer and MS & Co. make no representations or warranties as to use or fitness of the analytics and MS & Co. specifically disclaims liabilityrelating to the analytics. See “Supplemental information regarding plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution(Conflicts of Interest)” in the 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 onpage 6. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanying 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 hyperlinksbelow. 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. 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 willbe less than $1,00