摩根士丹利美股招股说明书(2026-05-28版)

Jump Securities with Auto-Callable Feature due June 1, 2029Based on the Worst Performing of the Common Stock of Citigroup Inc. and the Common Stock of JPMorgan Chase & Co.Fully and Unconditionally Guaranteed by Morgan Stanley Principal at Risk Securities The securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by MorganStanley. The securities have the terms described in the accompanying product supplement, tax supplement and prospectus, assupplemented or modified by this document. The securities do not guarantee the repayment of principal and do not provide for the regularpayment of interest. Automatic early redemption.If aredemption eventhasoccurred with respect toeachof the underliers, the securities will beautomatically redeemed for an early redemption payment that will increase over the term of the securities, as described below. Aredemption eventoccurs with respect to an underlier if, onanydetermination date, the closing level of such underlier isgreater than orequal toits call threshold level. No further payments will be made on the securities once they have been automatically redeemed. Payment at maturity.If aredemption eventhasoccurred with respect toeachof the underliers on or prior to the final determination date,investors will receive a fixed positive return at maturity. If aredemption eventhas notoccurred with respect toeitherunderlier on or priorto the final determination date, but the final level ofeachunderlier isgreater than or equal toits downside threshold level, investors willreceive only the stated principal amount at maturity. If, however, aredemption eventhas notoccurred with respect toeitherunderlier on orprior to the final determination date and the final level ofeitherunderlier isless thanits downside threshold level, investors will lose 1% forevery 1% decline in the level of the worst performing underlier over the term of the securities.Under these circumstances, the paymentat maturity will be significantly less than the stated principal amount and could be zero. ￭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 of either underlier beyond itsdownside threshold level will adversely affect your return on the securities, even if the other underlier has appreciated or has not declined asmuch. ￭The securities are for investors who are willing to risk their principal and forgo current income in exchange for the possibility of receiving anearly redemption payment or payment at maturity that exceeds the stated principal amount if aredemption eventhasoccurred with respecttoeachof the underliers on or prior to the final determination date. You will not participate in any appreciation of either underlier.Investorsin the securities must be willing to accept the risk of losing their entire initial investment based on the performance of eitherunderlier.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. 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. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanyingproduct 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, tax supplement and prospectus, each of which can be accessed via the hyperlinks below. Please alsosee “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. Product Supplement for Principal at Risk Securities dated April 8, 2026Tax Supplement dated April 8, 2026 Determination Dates, Early Redemption Dates and Early Redemption Payments 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