摩根士丹利美股招股说明书(2026-05-21版)

Opportunities in U.S. EquitiesMarket Linked Securities—Contingent Fixed Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Netflix, Inc., theCommon Stock of ServiceNow, Inc. and the Common Stock of Oracle Corporation due June 9, 2027 ￭Linked to the lowest performing of the common stock of Netflix, Inc., the common stock of ServiceNow, Inc. and the common stock of Oracle Corporation (eachreferred to as an “underlying stock”)￭The securities offered are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley.￭Unlike ordinary debt securities, the securities do not pay interest or repay a fixed amount of principal at maturity. Instead, the securities provide for a maturity ￭If the price of the lowest performing underlying stock increases (regardless of the extent of that increase), stays the same or decreases but thedecrease is to a price that is greater than or equal to its threshold price, you will receive the face amountplusthe contingent fixed return of at least 40%of the face amount ($400 per face amount). The actual contingent fixed return will be determined on the pricing date.￭If the price of the lowest performing underlying stock decreases to a price less than its threshold price, you will have full downside exposure to the ￭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 of the underlying stocksThe current estimated value of the securities is approximately $957.60 per security, or within $35.00 of that estimate.The estimated value of the securities is determined The securities have complex features and investing in the securities involves risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 11. All payments on the securities are subject to our credit risk.The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or theaccompanying product supplement for principal at risk securities, tax supplement and prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. 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 they obligations of, or guaranteed by, a bank.You should read this document together with the related product supplement for principal at risk securities, 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.As used in this document, “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires. Prospectus dated April 8, 2026 Morgan Stanley Finance LLC Market Linked Securities—Contingent Fixed Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Netflix, Inc., the Common Stock ofServiceNow, Inc. and the Common Stock of Oracle Corporation due June 9, 2027 Morgan Stanley Finance LLC May 2026 Page 3 Morgan Stanley Finance LLC Market Linked Securities—Contingent Fixed Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Netflix, Inc., the Common Stock ofServiceNow, Inc. and the Common Stock of Oracle Corporation due June 9, 2027 Estimated Value of the Securities The face amount of each security is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the securities, which are borne byyou, and, consequently, the estimated value of the securities on the pricing date will be less than $1,000 per security. We estimate that the value of each securityon the pricing date will be approximately $957.60, or within $35.00 of that estimate. Our estimate of the value of the securities as determined on the pricing date 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 a performance-based component linkedto the underlying stocks. The estimated value of the securities is determined using our own pricing and valuation models, market inputs and assumptionsrelating to the underlying stocks, instruments based on the underlying stocks, volatility and other factors including current and expected interest rates, as well as What determines the economic terms of the securities? In determining the economic terms of the securities, including the contingent fixed re