摩根士丹利美股招股说明书(2025-12-31版)

Preliminary Pricing Supplement No. 12,951Registration Statement Nos. 333-275587; 333-275587-01Dated December 31, 2025 Morgan Stanley Finance LLC STRUCTURED INVESTMENTS Opportunities in U.S. EquitiesMarket Linked Securities—Auto-Callable with Upside Participation and Contingent Minimum Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 Index®Russell 2000®Index due February 2, 2029 Fully and Unconditionally Guaranteed by Morgan Stanley ￭Linked to the lowest performing of the Nasdaq-100 Index® , the S&P 500®Index and the Russell 2000®Index (each referred to as an “underlying”)￭The securities offered are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley.￭Unlike ordinary debt securities, the securities do not pay interest, do not repay a fixed amount of principal at maturity, do not guarantee the repayment of principal and are subject topotential automatic call prior to the maturity date upon the terms described below. Instead, the securities provide for a maturity payment that may be greater than, equal to or lessthan the face amount of the securities, depending on the performance of the lowest performing underlying from its starting level to its ending level.￭Automatic Call.The securities will be automatically called if the closing level of the lowest performing underlying on the call date isgreater than or equal toits starting level for acall payment equal to the face amountplusthe call premium of 12.00% of the face amount. No further payments will be made on the securities once they have been called. ￭If the ending level of the lowest performing underlying isgreater thanor equal toits starting level, you will receive a maturity payment amount equal to the face amountplusapositive return equal to the greater of (i) a contingent minimum return of at least 37.75% of the face amount (to be determined on the pricing date) and (ii) 100% of thepercentage increase in the ending level of the lowest performing underlying from its starting level.￭If the ending level of the lowest performing underlying isless thanits starting level, butgreater than or equal to70% of its starting level, which we refer to as the threshold ￭The maturity payment amount may be significantly less than the face amount, and you could lose your entire investment.￭The securities are for investors who are willing to risk their principal and forgo current income in exchange for the possibility of receiving a call payment greater than the face amountif the closing level ofeachunderlying isgreater than or equal toits starting level on the call date or maturity payment amount greater than the face amount if the ending level ofeachunderlying isgreater thanits starting level on the calculation day.￭Because all payments on the securities are based on the lowest performing of the underlyings, a decline in level of more than 30% by any underlying will result in a loss on yourinvestment, even if the other underlyings have appreciated or have not declined as much. ￭If the securities are automatically called prior to maturity, investors will not participate in any appreciation of any underlying.￭The securities are notes issued as part of MSFL’s Series A Global Medium-Term Notes program The current estimated value of the securities is approximately $954.00 per security, or within $45.00 of that estimate.The estimated value of the securities is determined using our own pricing andvaluation models, market inputs and assumptions relating to the underlyings, instruments based on the underlyings, volatility and other factors including current and expected interest rates, as well asan 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. See “Estimated Value of the The securities have complex features and investing in the securities involves risks not associated with an investment in ordinary debtsecurities. See “Risk Factors” beginning on page 10. All payments on the securities are subject to our credit risk. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanying product supplement,index 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 they obligations of,or guaranteed by, a bank. You should read this document together with the related product supplement for principal at risk securities, index supplement and prospectus, each of which can be accessed via the hyperlinks below.When you read the accompanying product supplement and index supplement, please note