摩根士丹利美股招股说明书(2026-07-29版)

Market Linked Notes—Auto-Callable with Variable Coupon and Principal Return atMaturity Notes Linked to the Lowest Performing of the Class A Common Stock of Alphabet Inc., the Common Stock of BroadcomInc., the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation due July 31, 2031Fully and Unconditionally Guaranteed by Morgan Stanley ￭Linked to the lowest performing of the class A common stock of Alphabet Inc., the common stock of Broadcom Inc., the common stock of Microsoft Corporation and the common stock of NVIDIACorporation (each referred to as an “underlying stock”)￭The notes offered are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. Unlike ordinary debt securities, the noteswill pay a variable coupon amount and are subject to potential automatic call prior to the maturity date upon the terms described below. The notes have the terms described in the accompanyingproduct supplement, tax supplement and prospectus, as supplemented or modified by this document.￭Variable Coupon.The notes will pay a variable coupon on a monthly basis until the earlier of the maturity date or automatic call in an amount equal to either (i) the higher coupon amountof at least $9.17 per note (equivalent to a higher coupon rate of at least approximately 11.00% per annum) (to be determined on the pricing date) or (ii) the lower coupon amount of $0.21per note (equivalent to a lower coupon rate of approximately 0.25% per annum), depending on the performance of the lowest performing underlying stock. The coupon payment for eachcoupon payment date will be determined on the immediately preceding calculation day as follows: if the closing price of the lowest performing underlying stock on the calculation day isgreater than or equal toits coupon threshold price, you will receive a coupon payment equal to the higher coupon amount on the related coupon payment date; however, if the stockclosing price of the lowest performing underlying stock on the calculation day isless thanits coupon threshold price, you will receive a coupon payment equal to the lower coupon amounton the related coupon payment date. The coupon threshold price for each underlying stock is equal to 80% of its starting price.￭Automatic Call.Beginning after one year, the notes will be automatically called if the stock closing price of each underlying stock on any of the calculation days (other than the final calculationday) isgreater than or equal toits respective starting price for a cash payment equal to the principal amountplusa final coupon payment. No further payments will be made on the notes oncethey have been called.￭Repayment of principal at maturity, subject to our creditworthiness.￭The notes are for investors who are concerned about principal risk but seek the opportunity to earn interest at a potentially above-market rate based on the lowest performing of four underlyingstocks in exchange for the risk of receiving only the lower coupon amount over the term of the notes.￭Because all payments on the notes are based on the lowest performing underlying stock, a decline beyond the respective coupon threshold price of any underlying stock will result inpayment of only the lower coupon amount even if one or more of the other underlying stocks have appreciated or have not declined as much.￭Investors will not participate in any appreciation of any underlying stock.￭The notes are notes issued as part of MSFL’s Series A Global Medium-Term Notes program.￭All payments, including the repayment of principal at maturity, are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment.￭These notes are not secured obligations and you will not have any security interest in, or otherwise have any access to, any of the underlying stocks. The current estimated value of the notes is approximately $942.00 per note, or within $40.00 of that estimate. The estimated value of the notes is determined using our own pricing andvaluation models, market inputs and assumptions relating to the underlying stocks, instruments based on the underlying stocks, volatility and other factors including current andexpected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in thesecondary market. See “Estimated Value of the Notes” on page 4.The notes have complex features and investing in the notes involves risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 9. All payments on the notes are subject to our credit risk. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these notes, or determined if this document or the accompanying productsupplement, tax supplement and prospectus is truthful or complete. Any representation to