摩根士丹利美股招股说明书(2026-04-16版)

Morgan Stanley Finance LLC Fixed Rate Callable Notes due 2032 As further described below, we, Morgan Stanley Finance LLC (“MSFL”), will redeem the notes in accordance with the risk neutral valuation modeldetermination noted herein. Any redemption payment will be at a redemption price equal to 100% of the principal amount to be redeemed, plus accruedand unpaid interest thereon to but excluding the redemption date. Subject to the call feature, interest will accrue and be payable on the notes, in arrears, atthe interest rate and frequency specified below.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 orassets. Fixed Rate Callable Notes The Notes The notes are debt securities of Morgan Stanley Finance LLC and are fully and unconditionally guaranteed by MorganStanley. An early redemption, in whole but not in part, will occur on a redemption date if and only if the output of a risk neutralvaluation model on a business day that is at least five but no more than eight business days prior to such redemption date,based on the inputs indicated in the call feature terms, indicates that redeeming on such date is economically rational forus as compared to not redeeming on such date. Any redemption payment will be at a redemption price equal to 100% ofthe principal amount to be redeemed, plus accrued and unpaid interest thereon to but excluding the redemption date. Ifwe call the notes, we will give you noticeat least five business daysbefore the call date specified in the notice. On orbefore the redemption date, we will deposit with the trustee money sufficient to pay the redemption price of and accruedinterest on the notes to be redeemed on that date. If such money is so deposited, on and after the redemption date,interest will cease to accrue on the notes (unless we default in the payment of the redemption price and accrued interest)and such notes will cease to be outstanding. We describe the basic features of these notes in the sections of theaccompanying prospectus called “Description of Debt Securities—Fixed Rate Debt Securities” and prospectus supplementcalled “Description of Notes,” subject to and as modified by the provisions described below. For information regardingnotices of redemption, see “Description of Debt Securities—Redemption and Repurchase of Debt Securities—Notice ofRedemption” in the accompanying prospectus. All payments on the notes are subject to our credit risk. The stated principal amount and issue price of each note is $1,000. This price includes costs associated with issuing,selling, structuring and hedging the notes, which are borne by you, and, consequently, the estimated value of the notes onthe pricing date will be less than the issue price. We estimate that the value of each note on the pricing date will beapproximately$980.10or within$50.10of that estimate. Our estimate of the value of the notes as determined on thepricing date will be set forth in the final pricing supplement. What goes into the estimated value on the pricing date? In valuing the notes on the pricing date, we take into account that the notes comprise both a debt component and aperformance-based component linked to interest rates. The estimated value of the notes is determined using our ownpricing and valuation models, market inputs and assumptions relating to volatility and other factors including current andexpected interest rates, as well as an interest rate related to our secondary market credit spread, which is the impliedinterest rate at which our conventional fixed rate debt trades in the secondary market. What determines the economic terms of the notes? In determining the economic terms of the notes, including the interest rate applicable to each interest payment period, weuse an internal funding rate, which is likely to be lower than our secondary market credit spreads and thereforeadvantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the internal fundingrate were higher, one or more of the economic terms of the securities would be more favorable to you. What is the relationship between the estimated value on the pricing date and the secondary market price of the notes? The price at which MS & Co. purchases the notes in the secondary market, absent changes in market conditions, includingthose related to interest rates, may vary from, and be lower than, the estimated value on the pricing date, because thesecondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS &Co. would charge in a secondary market transaction of this type, the costs of unwinding the related hedging transactionsand other factors. MS & Co. may, but is not obligated to, make a market in the not