摩根士丹利美股招股说明书(2026-07-15版)

Morgan Stanley Finance LLCSTRUCTURED INVESTMENTSOpportunities in U.S. Equities Dual Directional Auto-Callable Trigger PLUS due August 3, 2028All Payments on the Securities Based on the Performance of the Common Stock of Micron Technology, Inc. Fully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities The Dual Directional Auto-Callable Trigger PLUS (the “securities”) are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”), fully and unconditionallyguaranteed by Morgan Stanley, and have the terms described in the accompanying product supplement, tax supplement and prospectus, as supplemented ormodified by this document. The securities do not provide for the regular payment of interest and do not guarantee the return of any principal at maturity. Thesecurities will be automatically redeemed if the determination closing price of the underlying stock on the first determination date is greater than or equal to the initialshare price, for an early redemption payment of $1,530.50 per security, as described below. No further payments will be made on the securities once they have beenredeemed. At maturity, if the securities have not previously been redeemed and the final share price isgreater than or equal tothe initial share price, investors willreceive the stated principal amount of their investmentplusa return reflecting 150% of the upside performance of the underlying stock. If the securities have notpreviously been redeemed and the final share priceisless thanthe initial share price but isgreater than or equal to50% of the initial share price, which we refer toas the downside threshold level, investors will receive the stated principal amount of their investmentplusan unleveraged positive return based on the absolute valueof the percentage decline, which will be effectively limited to a 50% return. However, if the securities are not redeemed prior to maturity and the final share priceisless thanthe downside threshold level, investors will be exposed to the decline in the underlying stock on a 1-to-1 basis and will receive a payment at maturity that isless than 50% of the stated principal amount of the securities and could be zero.Accordingly,investors in the securities must be willing to accept the risk oflosing their entire initial investment.The securities are for investors who are willing to risk their principal and forgo current income in exchange for the possibility ofreceiving an early redemption payment or a payment at maturity that is greater than the stated principal amount if the underlying stock closes above the initial shareprice on the first determination date or above the downside threshold level on the final determination date, and the limited protection against loss that applies only ifthe final share price isgreater than or equal tothe downside threshold level. The securities are notes issued as part of MSFL’s Series A Global Medium-Term Notesprogram. 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 notsecured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets.SUMMARY TERMS (1)Selected dealers, including Morgan Stanley Wealth Management (an affiliate of the agent), and their financial advisors will collectively receive from the agent, MS & Co., afixed sales commission of $20 for each security they sell. See “Supplemental information regarding plan of distribution; conflicts of interest.” For additional information, see“Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.(2)Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $5 for each security.(3)See “Use of proceeds and hedging” on page 18.The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on 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 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 “AdditionalTerms of the Securities” and “Additional Information About the Securities” at the end of this document.As used in this document, “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires. Product Supplement for Auto-Callable Securities dated April 8, 2026Tax Supplement dated April 8, 2026 Prospectus dated April 8, 2026 Morgan Stanley Finance LLC Dual Directional Auto-Callable Trigger PLUS due August 3, 2028All Payments on the Securities Based on the Performance of the Common Stock of Micron Technology, Inc. Principal at Risk Securities Determinati