摩根士丹利美股招股说明书(2026-06-03版)

STRUCTURED INVESTMENTS Callable Contingent Income Securities due June 8, 2028Based on the Worst Performing of the Russell 2000® Index, the S&P 500®Staples Select Sector SPDR®ETF Payment at maturity.If the securities have not been redeemed prior to maturity and the final level ofeachunderlier isgreater than or equal toitsdownside threshold level, investors will receive (in addition to the contingent coupon with respect to the final observation date, if payable) the statedprincipal amount at maturity. If, however, the final level ofanyunderlier isless thanits downside threshold level, investors will lose 1% for every 1%decline in the level of the worst performing underlier over the term of the securities.Under these circumstances, the payment at maturity will be 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 ofanyunderlier beyond its coupon barrier level and/ordownside threshold level will adversely affect your return on the securities, even if the other underliers have appreciated or have not declined as The securities are for investors who seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of losing asignificant portion or all of their principal, the risk of receiving no coupons over the entire term of the securities and the risk of an early redemption ofthe securities based on the output of a risk neutral valuation model. You will not participate in any appreciation of any underlier.Investors in thesecurities must be willing to accept the risk of losing their entire initial investment based on the performance of any underlier.Thesecurities 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, any underlyingreference asset or assets. 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, index supplement, tax 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, 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. Callable Contingent Income Securities Principal at Risk 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 willbe less than $1,000. Our estimate of the value of the securities as determined on the pricing date will be within the range 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 by What is the relationship between the estimated value on the pricing date and the secondary market price of the securities? The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, includingthose related to the underliers, 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 and other factors. However, because the costs associated withissuing, selling, structuring and