摩根士丹利美股招股说明书(2026-08-24版)

Based on the Performance of the S&P® 500 Futures 40% Intraday 4% Decrement VT IndexFully 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 have the terms described in the accompanying product supplement, index supplement, tax supplement andprospectus, as supplemented or modified by this document. The securities do not guarantee the repayment of principal and do not providefor the regular payment of interest. Contingent coupon.The securities will pay a contingent couponbut only ifthe closing level of the underlier isgreater than or equal tothe coupon barrier level on the related observation date. However, if the closing level of the underlier isless thanthe coupon barrier levelon any observation date, we will pay no interest with respect to the related interest period. Automatic early redemption.The securities will be automatically redeemed if the closing level of the underlier isgreater than or equal tothe call threshold level on any redemption determination date for an early redemption payment equal to the stated principal amountplusthecontingent coupon with respect to the related interest period. No further payments will be made on the securities once they have beenautomatically redeemed. Payment at maturity.If the securities have not been automatically redeemed prior to maturity and the final level isgreater than or equaltothe downside threshold level, investors will receive (in addition to the contingent coupon with respect to the final observation date, ifpayable) the stated principal amount at maturity. If, however, the final level isless thanthe downside threshold level, investors will lose 1%for every 1% decline in the level of the underlier over the term of the securities.Under these circumstances, the payment at maturity willbe significantly less than the stated principal amount and could be zero. ￭The securities are for investors who seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of losinga significant portion or all of their principal and the risk of receiving no coupons over the entire term of the securities. You will not participatein any appreciation of the underlier.Investors in the securities must be willing to accept the risk of losing their entire initialinvestment.The securities 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. 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)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 on page 8. 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 hyperlinksbelow. 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, 2026Index Supplement dated April 8, 2026Tax Supplement dated April 8, 2026Prospectus dated April 8, 2026 Observation Dates and Coupon Payment Dates 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 t