摩根士丹利美股招股说明书(2026-07-10版)

Morgan Stanley Finance LLCSTRUCTURED INVESTMENTS Contingent Income Auto-Callable Notes due July 31, 2031Based on the Worst Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Oracle Corporation, the Class A Common Stock of Meta Platforms, Inc. and the Common Stock of Broadcom Inc.Fully and Unconditionally Guaranteed by Morgan Stanley The notes are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteedby Morgan Stanley. The notes have the terms described in the accompanying product supplement, tax supplement andprospectus, as supplemented or modified by this document. The notes do not provide for the regular payment of interest. Contingent coupon.The notes will pay a contingent coupon but only if the closing level ofeachunderlier isgreater thanor equal toits coupon barrier level on the related observation date. However, if the closing level ofanyunderlier islessthanits coupon barrier level on any observation date, we will pay no interest with respect to the related interest period. Automatic early redemption. The notes will be automatically redeemed if the closing level ofeachunderlier is greater thanor equal to its call threshold level on any redemption determination date for an early redemption payment equal to the statedprincipal amountplusthe contingent coupon with respect to the related interest period. No further payments will be made onthe notes once they have been automatically redeemed. Payment at maturity.If the notes have not been automatically redeemed prior to maturity, investors will receive (in additionto the contingent coupon with respect to the final observation date, if payable) the stated principal amount at maturity. The value of the notes is based on the worst performing underlier.The fact that the notes are linked to more than oneunderlier does not provide any asset diversification benefits and instead means that a decline in the level of any underlierbeyond its initial level adversely affect your return on the notes, even if the other underliers have appreciated or have notdeclined as much. ￭The notes are for investors who are concerned about principal risk and who seek the repayment of principal and anopportunity to earn interest at a potentially above-market rate in exchange for the risk of receiving no coupons over theentire term of the notes. You will not participate in any appreciation of any underlier. The notes are notes issued as part ofMSFL’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 yourinvestment. These notes are not secured obligations and you will not have any security interest in, or otherwisehave any access to, any underlying reference asset or assets. The notes involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page10. 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 alsosee “Additional Terms of the Notes” and “Additional Information About the Notes” 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. Product Supplement for Notes dated April 8, 2026Tax Supplement dated April 8, 2026Prospectus dated April 8, 2026 Contingent Income Auto-Callable Notes Observation Dates and Coupon Payment Dates Contingent Income Auto-Callable Notes Contingent Income Auto-Callable Notes 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 will be less than$1,000. Our estimate of the value of the notes as determined on the pricing date will be within the range specified on the coverhereof 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 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 underliers. The estimated value of the notes is determined using our own pricing and valuationmodels, market inputs and assumptions relating to the underliers, instruments based on the underliers, 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 cr