摩根士丹利美股招股说明书(2026-06-25版)

Morgan Stanley Finance LLCSTRUCTURED INVESTMENTS Step-Down Jump Securities with Auto-Callable Feature due July 6, 2029Based on the Performance of a Basket Fully and Unconditionally Guaranteed by Morgan Stanley 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 have the terms described in the accompanying product supplement, tax supplement and prospectus, as supplemented or modified by this document.The securities do not guarantee the repayment of principal and do not provide for the regular payment of interest. Automatic early redemption.The securities will be automatically redeemed if the closing level of the underlier isgreater than or equal tothe then-applicable call threshold level on any determination date for an early redemption payment that will increase over the term of the securities. No further payments will bemade on the securities once they have been automatically redeemed.Payment at maturity.If the securities have not been automatically redeemed prior to maturity and the final level isgreater than or equal tothe upside threshold level, investors will receive a fixed positive return at maturity. If the final level isless thanthe upside threshold level butgreater than or equal tothedownside threshold level, investors will receive only 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 maturitywill be significantly less than the stated principal amount and could be zero. The securities are for investors who are willing to risk their principal and forgo current income in exchange for the possibility of receiving an early redemptionpayment or payment at maturity that exceeds the stated principal amount. You will not participate in any appreciation of the underlier.Investors in thesecurities must be willing to accept the risk of losing their entire initial investment.The securities are notes issued as part of MSFL’s Series A GlobalMedium-Term Notes program. 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 basket components. The estimated value of the securities is determined using ourown pricing and valuation models, market inputs and assumptions relating to the basket components, instruments based on the 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 more 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 basket components, 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 hedging the securities are not fully deducted upon issuance, to the extent that MS & Co. may buy MS & Co. may, but is not obligated to, make a market in the securities, and, if it once chooses to make a market, may ceasedoing so at any time. Hypothetical Examples The following hypothetical examples illustrate how to determine whether the securities will be automatically redeemed withrespect to a determination date and how to calculate the payment at maturity if the securities have not been automaticallyredeemed prior to maturity. The following examples are for illustrative purposes only. Whether the securities are automaticallyredeemed prior to maturity will be determined by reference to the closing level of the underlier on each determination date. The On hypothetical determination date #2, because the c