摩根士丹利美股招股说明书(2026-08-12版)

PLUS Based on the Value of an Equally Weighted Basket Consisting of Ten Stocks due September13, 2027SM Performance Leveraged Upside SecuritiesFully and Unconditionally Guaranteed by Morgan Stanley Principal at Risk SecuritiesThe PLUS offered are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The PLUS will pay no interest, do not guarantee any return of principal at maturity and have the terms described in the accompanying prospectus supplement, tax supplement and prospectus,as supplemented or modified by this document. At maturity, if the basket has appreciated in value, investors will receive the stated principal amount of their investment plusleveraged upside performance of the basket, subject to the maximum payment at maturity. However, if the basket has depreciated in value, investors will lose 1% for every1% decline in the value of the basket over the term of the PLUS. Under these circumstances, the payment at maturity will be less than the stated principal amount and couldbe zero. Accordingly, you may lose your entire investment. The PLUS are for investors who seek an equity-based return and who are willing to risk their principal and forgocurrent income and upside above the maximum payment at maturity in exchange for the leverage feature, which applies for a limited range of upside performance of thebasket.Investors may lose their entire initial investment in the PLUS.The PLUS 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 PLUS are not securedobligations, and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets. Prospectus Supplement dated April 8, 2026Tax Supplement dated April 8, 2026Prospectus dated April 8, 2026 Finance LLC PLUS Based on the Value of an Equally Weighted Basket Consisting of Ten Stocks due September 13,2027Performance Leveraged Upside SecuritiesSMPrincipal at Risk Securities Investment Summary Performance Leveraged Upside SecuritiesThe PLUS Based on the Value of an Equally Weighted Basket Consisting of Ten Stocks due September 13, 2027 (the “PLUS”) can be used:￭ As an alternative to direct exposure to the basket that enhances returns for a certain range of potentialpositive performance of the basket, subject to the maximum payment at maturity￭To enhance returns and potentially outperform the basket in a moderately bullish scenario￭To achieve similar levels of upside exposure to the basket as a direct investment, subject to themaximum payment at maturity, while using fewer dollars by taking advantage of the leverage factor The PLUS are exposed on a 1:1 basis to the negative performance of the basket. Approximately 1 year None. You could lose your entire initial investment in the PLUS. $1,247.50 per PLUS (124.75% of the stated principal amount) 10% for the AMZN Stock, 10% for the COHR Stock, 10% for the GLW Stock, 10%for the LIN Stock, 10% for the MP Stock, 10% for the NOC Stock, 10% for theNVDA Stock, 10% for the RBC Stock, 10% for the RKLB Stock and 10% for theSPCX Stock The original issue price of each PLUS is $1,000. This price includes costs associated with issuing, selling,structuring and hedging the PLUS, which are borne by you, and, consequently, the estimated value of the PLUS onthe pricing date will be less than $1,000. We estimate that the value of each PLUS on the pricing date will beapproximately $902.00, or within $35.00 of that estimate. Our estimate of the value of the PLUS as determined onthe pricing date will be set forth in the final pricing supplement. What goes into the estimated value on the pricing date? In valuing the PLUS on the pricing date, we take into account that the PLUS comprise both a debt component and aperformance-based component linked to the basket components. The estimated value of the PLUS is determinedusing our own pricing and valuation models, market inputs and assumptions relating to the basket components,instruments based on the basket components, volatility and other factors including current and expected interestrates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate atwhich our conventional fixed rate debt trades in the secondary market. What determines the economic terms of the PLUS? In determining the economic terms of the PLUS, including the leverage factor and the maximum payment atmaturity, we use an internal funding rate, which is likely to be lower than our secondary market credit spreads andtherefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or if theinternal funding rate were higher, one or more of the economic terms of the PLUS would be more favorable to you. What is the relationship between