摩根士丹利美股招股说明书(2026-06-11版)

Morgan Stanley Finance LLCSTRUCTURED INVESTMENTSOpportunities in U.S. and International Equities Market Linked Securities—Leveraged Upside Participation with Fixed PercentageBuffered Downside Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial AverageSM, theNasdaq-100 Index®, the S&P 500®Index and the EURO STOXX 50®Indexdue July 8, 2027Fully and Unconditionally Guaranteed by Morgan StanleyLinked to the lowest performing of the Dow Jones Industrial AverageSM, the Nasdaq-100 Index®, the S&P 500®Index and the EURO STOXX 50® ￭Index (eachreferred to as an “underlying”)￭The securities offered are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. Thesecurities will pay no interest, provide for a maturity payment amount that may be significantly less than the face amount, and may be zero, and have the termsdescribed in the accompanying product supplement for principal at risk securities, index supplement, tax supplement and prospectus, as supplemented or modifiedby this document. At maturity: ￭If the level of the lowest performing underlyinghas increased, investors will receive the face amountplusa positive return equal to at least 123.75% (tobe determined on the pricing date) of the percentage increase in the level of the lowest performing underlying from its starting level￭If the level of the lowest performing underlying has decreased, but the lowest performing underlying has not decreased by more than 20%, investorswill receive the face amount￭If the lowest performing underlying has decreased by more than the buffer amount, investors will have 1-to-1 downside exposure to the decrease in thelevel of the lowest performing underlyingfrom its starting level in excess of the buffer amount ￭The securities are for investors who seek an equity index-based return and who are willing to risk their investment, risk exposure to the lowest performingunderlying and forgo current income in exchange for the participation rate and buffer features that in each case apply to a limited range of performance of thelowest performing underlying￭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, any securities included inany of the underlyings The current estimated value of the securities is approximately $960.10 per security, or within $35.00 of that estimate. The estimated value of thesecurities is determined using our own pricing and valuation models, market inputs and assumptions relating to the underlyings, instrumentsbased on the underlyings, volatility and other factors including current and expected interest rates, as well as an interest rate related to oursecondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary market. See“Estimated Value of the Securities” on page 3.The securities have complex features and investing in the securities involves risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 11. All payments on the securities are subject toour credit risk. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if thisdocument or the accompanying product supplement, index supplement, tax supplement and prospectus is truthful or complete. Anyrepresentation 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 are they obligations of, or guaranteed by, a bank.You should read this document together with the related product supplement for principal at risk securities, index supplement,tax supplement and prospectus, each of which can be accessed via the hyperlinks below. Please also see “Additional Information About the Securities” at the endof this document. As used in this document, “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the contextrequires. (1)Wells Fargo Securities, LLC, an agent for this offering, will receive a commission of up to $23.25 for each security it sells. Dealers, including Wells Fargo Advisors (“WFA”), may receive a sellingconcession of up to $17.50 per security, and WFA will receive a distribution expense fee of $0.75 for each security sold by WFA. See “Supplemental information concerning plan of distribution;conflicts of interest.”(2)In respect of certain securities sold in this offering, we may pay a fee of up to $2.00 per security to selected securities dealers in consideration for