摩根士丹利美股招股说明书(2026-07-07版)

Callable Contingent Income Securities due June 8, 2028Based on the Worst Performing of the Russell 2000®Index, the S&P 500® Index and the State Street®ConsumerStaples Select Sector SPDR®ETF 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 MorganStanley. 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 providefor the regular payment of interest.Contingent coupon.The securities will pay a contingent couponbut only ifthe closing level ofeachunderlier isgreater than or equal to its coupon barrier level on the related observation date. However, if the closing level ofanyunderlier isless thanits coupon barrier level onany 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 notautomatically occur based on the performance of the underliers. No further payments will be made on the securities once they have beenredeemed. 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 thesecircumstances, the payment at maturity will be significantly less than the stated principal amount and could be zero.The value of the securities is based on the worst performing underlier.The fact that the securities are linked to more than one underlier 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 appreciatedor have not declined as much.The securities are for investors who seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of losing a 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 theperformance of any underlier.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, anyunderlying reference asset or assets. (1)The securities will be sold only to investors purchasing the securities in fee-based advisory accounts.(2)MS & Co. expects to sell all of the securities that it purchases from us to an unaffiliated dealer at a price of $996 per security, for further sale to certain fee-based advisory accounts at the price to public of $1,000 per security. MS & Co. will not receive a sales commission with respect to the securities. See“Supplemental information regarding plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution (Conflicts of Interest)” in theaccompanying product supplement.(3)See “Use of Proceeds and Hedging” in the accompanying product supplement. page 8.The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanying product supplement, index supplement, tax supplement and prospectus is truthful or complete. Any representation to the contrary is a crimina