摩根士丹利美股招股说明书(2026-07-21版)

Based on the Performance of a Basket Buffered Performance Leveraged Upside SecuritiesSMFully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities￭ The Buffered PLUS (the “securities”) are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionallyguaranteed by Morgan Stanley. The securities will pay no interest and have the terms described in the accompanying product supplement, taxsupplement and prospectus, as supplemented or modified by this document.￭Payment at maturity.At maturity, if the final level isgreater thanthe initial level, investors will receive the stated principal amountplusthe leveragedupside payment, subject to the maximum payment at maturity. If the final level isequal to or less thanthe initial level but isgreater than or equaltothe buffer level, investors will receive only the stated principal amount at maturity. If, however, the final level isless thanthe buffer level, investorswill lose 1% for every 1% decline in the level of the underlier beyond the specified buffer amount. Under these circumstances, the payment atmaturity will be less, and may be significantly less, than the stated principal amount of the securities, subject to the minimum payment at maturity.￭The securities are for investors who seek an equity-based return and who are willing to risk their principal and forgo current income and returnsabove the maximum payment at maturity in exchange for the upside leverage and buffer features, each of which applies to a limited range ofperformance of the underlier over the term of the securities.Investors in the securities must be willing to accept the risk of losing a significantportion of their initial investment.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. Thesesecurities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlyingreference asset or assets. page 5.The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanying 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 Securities” and “Additional Information About the Securities” 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 Principal at Risk Securities dated April 8, 2026Tax Supplement dated April 8, 2026Prospectus dated April 8, 2026 Buffered PLUSPrincipal at Risk Securities Estimated Value of the Securities The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring andhedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date willbe less than $1,000. Our estimate of the value of the securities as determined on the pricing date will be within the rangespecified on the cover hereof 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 securities on the pricing date, we take into account that the securities comprise both a debt component and aperformance-based component linked to the basket components. The estimated value of the securities is determined using ourown pricing and valuation models, market inputs and assumptions relating to the basket components, instruments based on thebasket components, volatility and other factors including current and expected interest rates, as well as an interest rate related toour secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in thesecondary market. What determines the economic terms of the securities? In determining the economic terms of the securities, we use an internal funding rate, which is likely to be lower than oursecondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne byyou were lower or if the internal funding rate were higher, one or more of the economic terms of the securities would be morefavorable to you. What is the relationship between the estimated value on the pricing date and the secondary market price of the securities? The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, includingthose related to the basket components, may vary from, and be lower than, the estimated value on the pricing date, because thesecondary market price takes into account our second