摩根士丹利美股招股说明书(2026-07-02版)

Morgan Stanley Finance LLCSTRUCTURED INVESTMENTSOpportunities in U.S. Equities Market Linked Securities—Auto-Callable with Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Bank of America Corporation,the Common Stock of Citigroup Inc. and the Common Stock of The Goldman Sachs Group, Inc. due July 25, 2028Fully and Unconditionally Guaranteed by Morgan Stanley ￭Linked to the lowest performing of the common stock of Bank of America Corporation, the common stock of Citigroup Inc. and the common stock of The Goldman Sachs Group, Inc. (eachreferred to as an “underlying stock”)￭The securities offered are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. Unlike ordinary debt securities,the securities do not pay interest, do not guarantee the repayment of principal and are subject to potential automatic call prior to the maturity date upon the terms described below. Thesecurities have the terms described in the accompanying product supplement for principal at risk securities, tax supplement and prospectus, as supplemented or modified by this document.￭Automatic Call.The securities will be automatically called if the stock closing price of each underlying stock on any of the calculation days is greater than or equal to its respective startingprice for a call payment equal to the face amountplusa call premium. The call premium applicable to each calculation day will be a percentage of the face amount that increases for eachcalculation day based on a simple (non-compounding) return of at least 29.25% per annum (to be determined on the pricing date). No further payments will be made on the securities oncethey have been called.￭Maturity Payment Amount.If the securities are not automatically called, you will receive at maturity a cash payment per security as follows:￭If the ending price ofanyunderlying stockisless thanits respective starting price but the ending price ofeach underlying stockisgreater than or equal to70% of its respective starting price, which we refer to as the respective downside threshold price, you will receive a maturity payment amount of $1,000 per$1,000 security.￭If the ending price ofany underlying stockisless thanits respective downside threshold price, investors will be exposed to the full decline in the lowestperforming underlying stock on a 1-to-1 basis, and will receive a maturity payment amount that is less than 70% of the face amount of the securities and could bezero.￭Investors may lose a significant portion, or all, of the face amount of the securities.￭The securities are for investors who are willing to forgo current income and participation in the appreciation of any underlying stock in exchange for the possibility of receiving a call paymentor maturity payment amount greater than the face amount of the securities if each underlying stock closes at or above the respective starting price on a calculation day or the finalcalculation day, respectively.￭Because all payments on the securities are based on the lowest performing underlying stock, a decline beyond the respective downside threshold price of any underlying stock will result ina significant loss of your investment, even if the other underlying stocks have appreciated or have not declined as much.￭Investors will not participate in any appreciation of any underlying stock.￭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, any of the underlying stocks. The current estimated value of the securities is approximately $963.30 per security, or within $35.00 of that estimate.The estimated value of the securities isdetermined using our own pricing and valuation models, market inputs and assumptions relating to the underlying stocks, instruments based on the underlyingstocks, volatility and other factors including current and expected interest rates, as well as an interest rate related to our secondary market credit spread, which is theimplied interest rate at which our conventional fixed rate debt trades in the secondary market. See “Estimated Value of the Securities” on page 4.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 toour 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, tax supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offens