摩根士丹利美股招股说明书(2026-06-25版)

Step-Down Jump Securities with Auto-Callable Feature due July 6, 2029Based on the Performance of a Basket 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 Morgan Stanley. The securities have the terms described in the accompanying product supplement, tax supplement and prospectus, as supplemented or modified by this document.The securities do not guarantee the repayment of principal and do not provide for the regular payment of interest.Automatic early redemption.The securities will be automatically redeemed if the closing level of the underlier isgreater than or equal tothe then-applicable Payment at maturity.If the securities have not been automatically redeemed prior to maturity and the final level isgreater than or equal tothe upsidethreshold level, investors will receive a fixed positive return at maturity. If the final level isless thanthe upside threshold level butgreater than or equal tothedownside threshold level, investors will receive only the stated principal amount at maturity. If, however, the final level isless thanthe downside threshold level,investors will lose 1% for every 1% decline in the level of the underlier over the term of the securities.Under these circumstances, the payment at maturitywill be significantly less than the stated principal amount and could be zero.The securities are for investors who are willing to risk their principal and forgo current income in exchange for the possibility of receiving an early redemption payment or payment at maturity that exceeds the stated principal amount. You will not participate in any appreciation of the underlier.Investors in thesecurities must be willing to accept the risk of losing their entire initial investment.The securities are notes issued as part of MSFL’s Series A GlobalMedium-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 underlying reference asset or assets.TERMS The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 7.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 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. Determination Dates, Call Threshold Levels, Early Redemption Dates and Early RedemptionPayments 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 rangespecified on the cover hereof and will be set forth on the cover of the final pricing supplement. What goes into the estimated value on the pricing date? In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and aperformance-based component linked to the basket components. The estimated value of the securities is determined using ourown pricing and valuation models, market inputs and assumptions relating to the basket components, instruments based on thebasket components, volatility and other factors including current and expected interest rates, as well as an interest rate related toour secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in thesecondary market. What determines the economic terms of the securities? In determining the economic terms of the securities, we use an internal funding rate, which is likely to be lower than oursecondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne byyou were lower or if