摩根士丹利美股招股说明书(2025-04-21版)

Subject to Completion, Preliminary Pricing Supplement dated April 21, 2025 PROSPECTUSDated April 12, 2024PRODUCT SUPPLEMENT Dated November 16, 2023INDEX SUPPLEMENT Dated November 16, 2023Morgan Stanley Finance LLC STRUCTURED INVESTMENTSOpportunities in International Equities $Leveraged Buffered MSCI EAFE®Index-Linked Notes dueFully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities The notes are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed byMorgan Stanley.The notes will not bear interest.The amount that you will be paid on your notes on the stated maturity date(expected to be the second scheduled business day after the determination date) is based on the performance of the MSCI EAFE®Index as measured from the trade date to and including the determination date (expected to be between 16 and 19months after the trade date). If the final underlier level on the determination date is greater than the initial underlier level (set onthe trade date and may be higher or lower than the actual closing level of the underlier on the trade date), the return on your noteswill be positive, subject to the maximum settlement amount (expected to be between $1,223.05 and $1,261.75 for each $1,000face amount of your notes). If the underlier declines by up to 7.50% from the initial underlier level, you will receive the face All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of yourinvestment. These notes are not secured obligations and you will not have any security interest in, or otherwise haveany access to, any underlying reference asset or assets. To determine your payment at maturity, we will calculate the underlier return, which is the percentage increase or decrease in thefinal underlier level from the initial underlier level. On the stated maturity date, for each $1,000 face amount of your notes, you willreceive an amount in cash equal to: ●if the underlier return ispositive(the final underlier level isgreaterthanthe initial underlier level), thesumof (i) $1,000plus(ii) theproductof (a) $1,000times(b) 150%times(c) the underlier return, subject to the maximum settlement amount;●if the underlier return iszeroornegativebutnotbelow-7.50% (the final underlier level isequaltoorlessthan the initialunderlier level but not by more than 7.50%), $1,000; or●if the underlier return isnegativeand isbelow-7.50% (the final underlier level islessthanthe initial underlier level by morethan 7.50%), thesumof (i) $1,000plus(ii) theproductof (a) approximately 1.0811times(b) thesumof the underlier return You should read the additional disclosure herein so that you may better understand the terms and risks of your investment. The estimated value on the trade date will be approximately $975.50 per note, or within $15.00 of that estimate. See“Estimated Value” on page 2. (2)See “Additional Information About the Notes—Use of proceeds and hedging” beginning on page 20.The notes involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” The Securities and Exchange Commission and state securities regulators have not approved or disapproved these notes, or determined if this documentor the accompanying product supplement, index supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal The notes are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency orinstrumentality, nor are they obligations of, or guaranteed by, a bank. You should read this document together with the related product supplement, index supplement and prospectus, each of which can be accessed via thehyperlinks below. When you read the accompanying product supplement and index supplement, please note that all references in such supplements tothe prospectus dated November 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April 12, 2024 or to the MORGAN STANLEY About Your Prospectus The notes are notes issued as part of MSFL’s Series A Global Medium-Term Notes program. This prospectus includesthis preliminary pricing supplement and the accompanying documents listed below. This preliminary pricing supplementconstitutes a supplement to the documents listed below and should be read in conjunction with such documents: ●Prospectus dated April 12, 2024●Product Supplement dated November 16, 2023 ●Index Supplement dated November 16, 2023 When you read the accompanying product supplement and index supplement, please note that all references in suchsupplements to the prospectus dated November 16, 2023, or to any sections therein, should refer instead to theaccompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. The ESTIMATED VALUE The Original Issue Price of each note is $1,000. Thi