摩根士丹利美股招股说明书(2026-02-11版)

STRUCTURED INVESTMENTS Buffered Jump Securities due August 2, 2027 Based on the Worst Performing of the iShares®Expanded Tech-Software Sector ETF and the Global XCopper Miners ETF Principal at Risk Securities The securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley.The securities will pay no interest and have the terms described in the accompanying product supplement and prospectus, as supplemented or Payment at maturity.At maturity, if the final level ofeachunderlier isgreater than or equal toits initial level, investors will receive the statedprincipal amountplusthe upside payment specified herein. If the final level ofeither underlierisless thanits initial level but the final level ofeach underlier isgreater than or equal toits buffer level, investors will receive only the stated principal amount at maturity. If, however, the final level ofeither underlierisless thanits buffer level, investors will lose 1% for every 1% decline in the level of the worst performing underlier beyond thespecified buffer amount.Under these circumstances, the payment at maturity will be less, and may be significantly less, than the stated The value of the securities is based on the worst performing underlier.The fact that the securities are linked to more than one underlier doesnot provide any asset diversification benefits and instead means that a decline in the level of either underlier beyond its buffer level will adverselyaffect your return on the securities, even if the other underlier has appreciated or has not declined as much. The securities are for investors who seek a return based on the performance of the worst performing underlier and who are willing to risk theirprincipal and forgo current income and returns above the upside payment in exchange for the upside payment and buffer features, each of whichapplies to a limited range of performance of the worst performing underlier over the term of the securities.Investors in the securities must be 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, any underlyingreference asset or assets. based advisory accounts at the price to public of $1,000 per security. In addition, selected dealers and their financial advisors may receive a structuring fee ofup to $6.25 for each security from the agent or its affiliates. MS & Co. will not receive a sales commission with respect to the securities. See “Supplementalinformation regarding plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution (Conflicts of Interest)” in the accompanyingproduct supplement. 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 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 are You should read this document together with the related product supplement and prospectus, each of which can be accessed via the hyperlinks below. Please also see “AdditionalTerms 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 February 7, 2025 Buffered Jump 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 is 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 underliers. The estimated value of the securities is determined using our own pricingand valuation models, market inputs and assumptions relating to the underliers, instruments based on the underliers, volatility What determines the economic terms of the securities? In determining the economic terms of the securities, we use an internal funding rate, which is likely to be lower than oursecondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne byyou were lower or if the internal funding rate were higher, one or more of the economic terms of the securities would be m