摩根士丹利美股招股说明书(2026-06-16版)

STRUCTURED INVESTMENTSOpportunities in International Equities $1,352,000 Capped Leveraged Buffered Basket-Linked Notes due December 15, 2027 Fully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities The notes are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley.The notes will not bear interest.The amount that you will be paid on your notes onthe stated maturity date (December 15, 2027, subject to postponement) is based on the performance of a weighted basketcomprised of the EURO STOXX 50®Index (40.00% weighting), the Tokyo Stock Price Index (25.00% weighting), theFTSE®100 Index (17.00% weighting), the Swiss Market Index®(11.00% weighting) and the S&P® /ASX 200 Index (7.00%weighting), as measured from the trade date (June 12, 2026) to and including the determination date (December 13, 2027,subject to postponement). The initial basket level is 100, and the final basket level on the determination date will equal thesumof the products, as calculated separately for each basket underlier, of: (i) the final underlier levelmultipliedby (ii) theapplicable multiplier. The multiplier equals, for each basket underlier, (i) the weighting of such basket underliermultipliedby 100dividedby (ii) the initial underlier level (6,187.63 with respect to the EURO STOXX 50®Index, 3,881.96 with respect to the Tokyo Stock Price Index, 10,471.72 with respect to the FTSE®100 Index, 13,708.02 with respect to theSwiss Market Index and 8,804.037 with respect to the S&P/ASX 200 Index) for such basket underlier. If the final basketlevel on the determination date is greater than the initial basket level, the return on your notes will be positive, subject tothe maximum settlement amount ($1,249.00 for each $1,000 face amount of your notes). If the level of the basketdeclines by up to 10.00% from the initial basket level, you will receive the face amount of your notes.However, if thelevel of the basket declines by more than 10.00% from the initial basket level, the return on your notes will benegative. You could lose your entire investment in the notes.The notes are notes issued as part of MSFL’s SeriesA 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 ofyour investment. These notes are not secured obligations and you will not have any security interest in, orotherwise have any access to, any underlying reference asset or assets. To determine your payment at maturity, we will calculate the basket return, which is the percentage increase or decrease inthe basket level from the initial basket level to the final basket level. On the stated maturity date, for each $1,000 faceamount of your notes, you will receive an amount in cash equal to: ●if the basket return ispositive(the final basket level isgreaterthanthe initial basket level), thesumof (i) $1,000plus(ii) theproductof (a) $1,000times(b) 150%times(c) the basket return, subject to the maximum settlement amount;●if the basket return iszeroornegativebutnotbelow-10.00% (the final basket level isequaltoorless thanthe initialbasket level but not by more than 10.00%), $1,000; or●if the basket return isnegativeand isbelow-10.00% (the final basket level islessthanthe initial basket level by morethan 10.00%), thesumof (i) $1,000plus(ii) theproductof (a) approximately 1.1111times(b) thesumof the basketreturnplus10.00%times(c) $1,000.Under these circumstances, you will lose some or all of your investment. You should read the additional disclosure herein so that you may better understand the terms and risks of your investment. The estimated value on the trade date is $979.90 per note. See “Estimated Value” on page 2. (1) Morgan Stanley & Co. LLC (“MS & Co.”) will sell all of the notes that it purchases from us to an unaffiliated dealer, which will receive a fixed sales commission of1.51% for each note they sell. For more information, see “Additional Information About the Notes—Supplemental information regarding plan of distribution; conflicts ofinterest.”(2) See “Additional Information About the Notes—Use of proceeds and hedging” beginning on page 28. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these notes, or determined if this documentor the accompanying product supplement, index supplement, tax supplement and prospectus is truthful or complete. Any representation to the contraryis a criminal offense. The notes are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency orinstrumentality, nor are they 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 “Final Terms” on page 3 and “Ad