摩根士丹利美股招股说明书(2026-06-23版)

Morgan Stanley Finance LLCSTRUCTURED INVESTMENTSOpportunities in U.S. Equities Market Linked Securities—Contingent Fixed Return and Contingent Downside Principal at Risk Securities Linked to the Global X Copper Miners ETF due July 15, 2027Fully and Unconditionally Guaranteed by Morgan Stanley￭Linked to the Global X Copper Miners ETF (the “underlying”) ￭The securities offered are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionallyguaranteed by Morgan Stanley.￭Unlike ordinary debt securities, the securities do not pay interest or repay a fixed amount of principal at maturity. Instead, thesecurities provide for a maturity payment amount that may be greater than or less than the face amount of the securities,depending on the performance of the underlying from the starting price to the ending price. The maturity payment amount willreflect the following terms: ￭If the price of the underlying increases (regardless of the extent of that increase), stays the same or decreases butthe decrease is to a price that is greater than or equal to the threshold price, you will receive the faceamountplusthe contingent fixed return of at least 23.60% of the face amount (to be determined on the pricing date)￭If the price of the underlying decreases to a price less than the threshold price, you will have full downsideexposure to the decrease in the price of the underlying from the starting price, and you will lose more than 25%,and possibly all, of the face amount ￭The threshold price is equal to 75% of the starting price￭Investors may lose up to 100% of the face amount￭The securities are for investors who are willing to risk their investment and forgo current income in exchange for the contingentfixed return feature that applies only if the ending price is greater than or equal to the threshold price￭Any positive return on the securities at maturity will be limited to the contingent fixed return, even if the ending price significantlyexceeds the threshold price; you will not participate in any appreciation of the underlying beyond the contingent fixed return￭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, theunderlying The current estimated value of the securities is approximately $955.00 per security, or within $25.00 of that estimate. The estimated value of the securitiesis determined using our own pricing and valuation models, market inputs and assumptions relating to the underlying, instruments based on theunderlying, volatility and other factors including current and expected interest rates, as well as an interest rate related to our secondary market creditspread, 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 10. All payments on the securities are subject to our credit risk. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or theaccompanying product supplement for principal at risk securities, tax supplement and prospectus is truthful or complete. Any representation to the contrary is acriminal 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, tax supplement and prospectus, each of which can be Please also see “Additional Information About the Securities” at the end of 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 context requires.Price to public (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 selling concession of up to $17.50 per security, and WFA may 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 marketing and otherservices in connection with the distribution of the securities to other securities dea