摩根士丹利美股招股说明书(2026-07-23版)

Buffered Jump Securities with Auto-Callable Feature due July 26, 2029Based on the Worst Performing of the S&P 500®Index and the iShares® Expanded Tech-Software SectorETFFully and Unconditionally Guaranteed by Morgan Stanley Principal 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 provide for the regular payment of interest. ￭Payment at maturity.If the securities have not been automatically redeemed prior to maturity and the final level ofeachunderlier isgreater than or equal toits call threshold level, investors will receive a fixed positive return at maturity. If the final level ofeitherunderlier isless thanits call threshold level but the final level ofeachunderlier isgreater than or equal toits buffer level, investors will receive onlythe stated principal amount at maturity. If, however, the final level ofeitherunderlier isless thanits buffer level, investors will lose 1% forevery 1% decline in the level of the worst performing underlier beyond the specified buffer amount.Under these circumstances, thepayment at maturity will be less, and may be significantly less, than the stated principal amount of the securities, subject to theminimum payment at maturity. The value of the securities is based on the worst performing underlier.The fact that the securities are linked to more than oneunderlier does not provide any asset diversification benefits and instead means that a decline in the level ofeitherunderlier beyond itsbuffer level will adversely affect your return on the securities, even if the other underlier has appreciated or has not declined as much. The securities are for investors who are willing to risk their principal and forgo current income in exchange for the buffer feature and thepossibility of receiving an early redemption payment or payment at maturity that exceeds the stated principal amount. You will not participatein any appreciation of either underlier.Investors in the securities must be willing to accept the risk of losing a significant portion oftheir initial investment based on the performance of either underlier.The securities are notes issued as part of MSFL’s Series A GlobalMedium-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, 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 $995 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.The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanyingproduct supplement, index supplement, tax supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.The securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor arethey obligations of, or guaranteed by, a bank.You should read this document together with the related product supplement, index supplement, tax supplement and prospectus, each of which can be accessed via the hyperlinks below. Please also see “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. Determination Dates, Early Redemption Dates and Early Redemption Payments 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 isless than $1,000. Our estimate of the value