摩根士丹利美股招股说明书(2026-08-10版)

Enhanced Trigger Jump Securities due September 10, 2027Based on the Performance of the Ordinary Shares of ASML Holding N.V. Fully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities￭ The securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by MorganStanley. The securities will pay no interest, do not guarantee any return of principal at maturity and have the terms described in theaccompanying product supplement, tax supplement and prospectus, as supplemented or modified by this document.￭ Payment at maturity.At maturity, if the final level isgreater than or equal tothe downside threshold level, investors will receive the statedprincipal amountplusthe upside payment specified herein. If, however, the final level isless thanthe downside threshold level, investorswill lose 1% for every 1% decline in the level of the underlier over the term of the securities.Under these circumstances, the payment atmaturity will be significantly less than the stated principal amount and 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 andforgo current income and returns above the upside payment in exchange for the upside payment feature and the limited protection againstloss of principal, each of which applies to a certain range of performance of the underlier over the term of the securities.Investors in thesecurities must be willing to accept the risk of losing their entire initial investment.The securities are notes issued as part of MSFL’sSeries 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, anyunderlying reference asset or assets. (1)J.P. Morgan Securities LLC and JPMorgan Chase Bank, N.A. will act as placement agents for the securities. The placement agents will forgo fees for sales tocertain fiduciary accounts. The total fees represent the amount that the placement agents receive from sales to accounts other than such fiduciary accounts.The placement agents will receive a fee from the Issuer or one of its affiliates that will not exceed $10.42 per $1,000 stated principal amount of securities.(2)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 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 product 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, 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.Product Supplement for Principal at Risk Securities dated April 8, 2026 Enhanced Trigger Jump Securities Enhanced Trigger Jump SecuritiesPrincipal 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 underlier. The estimated value of the securities is determined using our own pricingand valuation models, market inputs and assumptions relating to the underlier, instruments based on the underlier, volatility andother factors including current and expected interest rates, as well as an interest rate related to our secondary market creditspread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary market. What determines the economic terms of the securities? In determining the economic terms of the s