摩根士丹利美股招股说明书(2026-06-29版)

Step-Up Jump Notes with Auto-Callable Feature due June 30, 2033TM Based on the Performance of the Morgan Stanley Amplitude IndexFully and Unconditionally Guaranteed by Morgan Stanley￭ The notes are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed byMorgan Stanley. The notes will pay no interest and have the terms described in the accompanying product supplement, taxsupplement and prospectus, as supplemented or modified by this document. For additional information about the Morgan StanleyAmplitude IndexTM, see the information set forth under “Annex A – Morgan Stanley Amplitude IndexTM” below. ￭Automatic early redemption.The notes will be automatically redeemed if the closing level of the underlier isgreater than orequal tothe then-applicable call threshold level on any determination date for an early redemption payment that will increase overthe term of the notes. No further payments will be made on the notes once they have been automatically redeemed.￭Payment at maturity.If the notes have not been automatically redeemed prior to maturity and the final level isgreater thantheinitial level, investors will receive the stated principal amountplusthe upside payment. If, however, the final level isequal to or lessthanthe initial level, investors will receive only the stated principal amount at maturity.￭The notes are for investors who are concerned about principal risk and who are willing to forgo current income in exchange for therepayment of principal at maturity and the possibility of receiving an early redemption payment or payment at maturity that exceedsthe stated principal amount. The notes 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 notes 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. Determination Dates, Call Threshold Levels, Early Redemption Dates and Early RedemptionPayments Step-Up Jump Notes with Auto-Callable Feature Estimated Value of the Notes The original issue price of each note is $1,000. This price includes costs associated with issuing, selling, structuring and hedgingthe notes, which are borne by you, and, consequently, the estimated value of the notes on the pricing date is less than $1,000.Our estimate of the value of the notes as determined on the pricing date is set forth on the cover of this document. What goes into the estimated value on the pricing date? In valuing the notes on the pricing date, we take into account that the notes comprise both a debt component and a performance-based component linked to the underlier. The estimated value of the notes is determined using our own pricing and valuationmodels, market inputs and assumptions relating to the underlier, instruments based on the underlier, volatility and other factorsincluding current and expected interest rates, as well as an interest rate related to our secondary market credit spread, which isthe implied interest rate at which our conventional fixed rate debt trades in the secondary market. What determines the economic terms of the notes? In determining the economic terms of the notes, we use an internal funding rate, which is likely to be lower than our secondarymarket credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you werelower or if the internal funding rate were higher, one or more of the economic terms of the notes would be more favorable to you. What is the relationship between the estimated value on the pricing date and the secondary market price of the notes? The price at which MS & Co. purchases the notes in the secondary market, absent changes in market conditions, including thoserelated to the underlier, may vary from, and be lower than, the estimated value on the pricing date, because the secondarymarket price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would chargein a secondary market transaction of this type and other factors. However, because the costs associated with issuing, selling,structuring and hedging the notes are not fully deducted upon issuance, to the extent that MS & Co. may buy or sell the notes inthe secondary market during the amortization period specified herein, absent changes in market conditions, including thoserelated to the underlier, and to our secondary market credit spreads, it would do so based on values higher than the estimatedvalue. We expect that those higher values will also be reflected in your brokerage account statements. MS & Co. may, but is not obligated to, make a market in the notes, and, if it once chooses to make a market, may cease doing soat any time. Page 3 Step-Up Jump Notes with Auto-Callable Feature Hypothet