摩根士丹利美股招股说明书(2026-06-18版)

Morgan Stanley Finance LLCSTRUCTURED INVESTMENTS Callable Contingent Income Securities due June 29, 2029Based on the Worst Performing of the iShares® 20+ Year Treasury Bond ETF, the Nasdaq-100 Index®Russell 2000®Index Fully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities The securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The securities have the terms described in the accompanying product supplement, index supplement, tax supplement andprospectus, as supplemented or modified by this document. The securities do not guarantee the repayment of principal and do not provide Contingent coupon.The securities will pay a contingent couponbut only ifthe closing level ofeachunderlier isgreater than or equal toits coupon barrier level on the related observation date. However, if the closing level ofanyunderlier isless thanits coupon barrier level on any observation date, we will pay no interest with respect to the related interest period.Call feature.We will redeem the securities on any redemption date for a redemption payment equal to the stated principal amountplusany contingent coupon otherwise due with respect to the related interest period, if and only if the output of a risk neutral valuation model on abusiness day, as selected by the calculation agent, that is no earlier than three business days before the observation date preceding suchredemption date and no later than such observation date, based on the inputs indicated under “Call feature” below, indicates that redeemingon such date is economically rational for us as compared to not redeeming on such date. An early redemption of the securities will not Payment at maturity.If the securities have not been redeemed prior to maturity and the final level ofeachunderlier isgreater than orequal toits downside threshold level, investors will receive (in addition to the contingent coupon with respect to the final observation date, ifpayable) the stated principal amount at maturity. If, however, the final level ofanyunderlier isless thanits downside threshold level,investors will lose 1% for every 1% decline in the level of the worst performing underlier over the term of the securities.Under these 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 ofanyunderlier beyond its couponbarrier level and/or downside threshold level will adversely affect your return on the securities, even if the other underliers have appreciated The securities are for investors who seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of losinga significant portion or all of their principal, the risk of receiving no coupons over the entire term of the securities and the risk of an earlyredemption of the securities based on the output of a risk neutral valuation model. You will not participate in any appreciation of anyunderlier.Investors in the securities must be willing to accept the risk of losing their entire initial investment based on the 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, index 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 are 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 $1,000. Our estimate of the value of the securities as determined on the pricing date will be within the range What goes into the estimated value on the pricing date? In valuing the s