摩根士丹利美股招股说明书(2025-07-30版)

FixedRate Notes due 2030 As further described below, interest will accrue and be payable on the notes, in arrears, at the interest rate and frequency specifiedbelow. All payments are subject to the credit risk of Morgan Stanley. If Morgan Stanley defaults on its obligations, you could losesome or all of your investment. These securities are not secured obligations and you will not have any security interest in, orotherwise have any access to, any underlying reference asset or assets. (1)The price to public for investors purchasing the notes in fee-based advisory accounts will be $per note.(2)Selected dealers, including Morgan Stanley Wealth Management (an affiliate of the agent), and their financial advisors will collectively receive from the agent,MS & Co., a fixed sales commission of$for each note they sell; provided that dealers selling to investors purchasing the notes in fee-based advisoryaccounts will not receive a sales commission with respect to such notes. See “Supplemental Information Concerning Plan of Distribution; Conflicts of Interest.”For additional information, see “Plan of Distribution (Conflicts of Interest)” in the accompanying prospectus supplement.(3)See “Use of Proceeds and Hedging” on page 5. The notes involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 3.The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if thispreliminary pricing supplement or the accompanying prospectus supplement and prospectus is truthful or complete. Any representation to the contraryis a criminal offense.You should read this document together with the related prospectus supplement and prospectus, each of which can be accessed via the hyperlinks below. When you read the accompanying prospectus supplement, please note that all references insuch supplement to the prospectus dated November 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April12, 2024 or to the corresponding sections of such prospectus, as applicable. 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. 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 theaccompanying 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 tothe 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 and hedging the notes, which are borne by you, and, consequently, the estimated value of the notes on the pricingdate will be less than the issue price. We estimate that the value of each note on the pricing date will be approximately$983.10or within$53.10of that estimate. Our estimate of the value of the notes as determined on the pricing date will be set forth in thefinal 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 valuationmodels, market inputs and assumptions relating to volatility and other factors including current and expected interest rates, aswell as an interest rate related to our secondary market credit spread, which is the implied interest rate at which our conventionalfixed 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 aninternal funding rate, which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. Ifthe issuing, selling, structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or moreof the economic terms of the securities would 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 thoserelated to interest rates, may vary from, and be lower than, the estimated value on the pricing date, because the secondarymarket price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would chargein a secondary market transaction of this type,