摩根士丹利美股招股说明书(2025-04-17版)

Preliminary Pricing Supplement No. 7,970 Registration Statement No. 333-275587 Dated April 16, 2025 Filed pursuant to Rule 424(b)(2) Fixed Rate Notes due 2040 below.Asfurtherdescribedbelow,interestwillaccrueandbepayableonthenotes,inarrears,attheinterestrateandfrequencyspecified AllpaymentsaresubjecttothecreditriskofMorganStanley. IfMorganStanleydefaultsonitsobligations,youcouldlose someorallofyourinvestment. Thesesecuritiesarenotsecuredobligationsandyouwillnothaveanysecurityinterestin,or otherwisehaveanyaccessto,anyunderlyingreferenceassetorassets. Thenotesinvolverisksnotassociatedwithaninvestmentinordinarydebtsecurities. See“RiskFactors”beginningonpage3.TheSecuritiesandExchangeCommissionandstatesecuritiesregulatorshavenotapprovedordisapprovedthesesecurities,ordeterminedifthis preliminarypricingsupplementortheaccompanyingprospectussupplementandprospectusistruthfulorcomplete. Anyrepresentationtothecontrary isacriminaloffense. Youshouldreadthisdocumenttogetherwiththerelatedprospectussupplementandprospectus,eachofwhichcanbeaccessedviathehyperlinksbelow.Whenyoureadtheaccompanyingprospectussupplement,pleasenotethatallreferencesinsuchsupplementtotheprospectusdatedNovember16,2023,ortoanysectionstherein,shouldreferinsteadtotheaccompanyingprospectusdatedApril12,2024ortothecorrespondingsectionsofsuchprospectus,asapplicable. ThenotesarenotdepositsorsavingsaccountsandarenotinsuredbytheFederalDepositInsuranceCorporationoranyothergovernmentalagencyor instrumentality,noraretheyobligationsof,orguaranteedby,abank. Fixed Rate Notes The Notes The notes are debt securities of Morgan Stanley. We describe the basic features of these notes in the sections of the accompanying prospectus called “Description of Debt Securities—Fixed Rate Debt Securities” and prospectus supplement called “Description of Notes,” subject to and as modified by the provisions described below. All payments on the notes are subject to the credit risk of Morgan Stanley. The stated principal amount and issue price of each note is $1,000. This price includes costs associated with issuing, selling, structuring andhedging the notes, which are borne by you, and, consequently, the estimated value of the notes on the pricing date will be less than the issue price. We estimate that the value of each note on the pricing date will be approximately$954.00or within$54.00 of that estimate. Our estimate of the value of the notes as determined on the pricing 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 a performance- based component linked to interest rates. The estimated value of the notes is determined using our own pricing and valuation models, market inputs andassumptions relating to volatility and other factors including current and expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest 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, we use an internal funding rate, which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or more of the economic terms of the securitieswould 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, including those related to interest rates, may vary from, and be lower than, the estimated value on the pricing date, because the secondary 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 thistype, the costs of unwinding the related hedging transactions and other factors. MS & Co. may, but is not obligated to, make a market in the notes and, if it once chooses to make a market, may cease doing so at any time. Fixed Rate Notes Risk Factors The notes involve risks not associated with an investment in ordinary fixed rate notes. This section describes the material risks relating to thenotes. For a complete list of risk factors, please see the accompanying prospectus supplement and prospectus. Investors should consult their financial and legal advisers as to the risks entailed by an investment in the notes and the suitability of the notes in light of their particular circumstances. Risks Relating to an Investment in the Notes ￭Investors are subject to our credit risk, and any actual or anticipated chan