摩根士丹利美股招股说明书(2026-07-30版)

due July 31, 2031Fully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk SecuritiesInvestment Description These Trigger Autocallable GEARS (the “Securities”) are unsecured and unsubordinated debt securities issued by Morgan Stanley Finance LLC (“MSFL”) and fully and unconditionallyguaranteed by Morgan Stanley with returns linked to the performance of the MSCI Emerging Markets IndexSM (the “Underlying”). If the closing level of the Underlying on the ObservationDate (the “Observation Date Closing Level”) is greater than or equal to the Autocall Barrier, MSFL will automatically call the Securities and pay the principal amount of the Securities plusthe Call Return. No further payments will be made on the Securities once they have been called, and the investor will not participate in any appreciation of the Underlying if the Securitiesare called early. If the Securities are not called prior to maturity and the Underlying Return is greater than zero, MSFL will pay the Principal Amount at maturity plus a return equal to theproduct of (i) the Principal Amount multiplied by (ii) the Underlying Return multiplied by (iii) the Upside Gearing of 2.19. If the Underlying Return is less than or equal to zero, MSFL willeither pay the full Principal Amount at maturity, or, if the Final Level is less than the Downside Threshold, MSFL will pay significantly less than the full Principal Amount at maturity, ifanything, resulting in a loss of principal that is proportionate to the negative Underlying Return. These long-dated Securities are for investors who seek an equity index-based return andwho are willing to risk a loss on their principal and forgo current income in exchange for the possibility of receiving the Call Return if the Underlying closes at or above the Autocall Barrieron the Observation Date, and the Upside Gearing feature and the contingent repayment of principal, which apply only if the Securities have not been called and the Final Level is greaterthan the Initial Level or not less than the Downside Threshold, respectively, each as applicable at maturity.Investing in the Securities involves significant risks. You will not receiveinterest or dividend payments during the term of the Securities. The Issuer will not automatically call the Securities following the Observation Date if the Observation DateClosing Level of the Underlying is below the Autocall Barrier. You will lose a significant portion or all of your Principal Amount at maturity if the Securities are not calledprior to maturity and the Final Level of the Underlying is below the Downside Threshold. The contingent repayment of principal applies only if you hold the Securities tomaturity.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 not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets.FeaturesKey Dates ❑Automatically Callable:MSFL will automatically call the Securities and pay you the principal amount plus the Call Return if the Observation Date Closing Level of the Underlying on the Observation Dateis greater than or equal to the Autocall Barrier. If the Securities are called following the ObservationDate, no further payments will be made on the Securities and the investor will not participate in anyappreciation of the Underlying.❑Enhanced Growth Potential:If the Securities are not called prior to maturity and the Underlying Return is greater than zero, the Upside Gearing feature will provide leveraged exposure to thepositive performance of the Underlying, and MSFL will pay the Principal Amount at maturity plus pay areturn equal to the Underlying Return multiplied by the Upside Gearing. If the Underlying Return isless than zero, investors may be exposed to the negative Underlying Return at maturity.❑Contingent Repayment of Principal at Maturity:If the Securities are not called prior to maturity and the Underlying Return is equal to or less than zero and the Final Level is not less than theDownside Threshold, MSFL will pay the Principal Amount at maturity. However, if the Final Level isless than the Downside Threshold, MSFL will pay less than the full Principal Amount, if anything,resulting in a significant loss of principal that is proportionate to the negative Underlying Return. Thecontingent repayment of principal applies only if you hold the Securities to maturity. Any payment onthe Securities, including any repayment of principal, is subject to our creditworthiness. *Subject to postponement in the event of a Market Disruption Event or fornon-Index Business Days. See “Postponement of Observation Date andFinal Valuation Date” and “Postponement of Call Settlement Date andMaturity Date” under “Additional Terms of the Securities.” THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. THE TERMS OF THE SECURITIES MAY NOT