摩根士丹利美股招股说明书(2026-07-31版)

Trigger PLUS due July 31, 2031Based on the Performance of a Basket Trigger Performance Leveraged Upside SecuritiesSMFully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities The Trigger PLUS (the “securities”) are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed byMorgan Stanley. The securities will pay no interest, do not guarantee any return of principal at maturity and have the terms described in the accompanyingproduct supplement, index supplement, tax supplement 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 leveraged upsidepayment. If the final level isequal to or less thanthe initial level but isgreater than or equal tothe downside threshold level, investors will receive only thestated principal amount at maturity. If, however, the final level isless thanthe downside threshold level, investors will lose 1% for every 1% decline in the levelof the underlier over the term of the securities. Under these circumstances, the payment at maturity will be significantly less than the stated principal amountand could be zero. The securities are for investors who seek a return based on the performance of the underlier and who are willing to risk their principal and forgo current incomein exchange for the upside leverage feature and the limited protection against loss of principal that applies only to a certain range of negative performance ofthe underlier over the term of the securities.Investors in the securities must be willing to accept the risk of losing their entire initial investment.Thesecurities 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. 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. Estimated value on the pricing date:$973.40 per security. See “Estimated Value of the Securities” on page 3. (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 $997.50 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 onpage 5. 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. Trigger 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 isless than $1,000. Our estimate of the value of the securities as determined on the pricing date is set forth on the cover of thisdocument. 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, vol