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摩根士丹利美股招股说明书(2026-01-15版)

2026-01-15 美股招股说明书 芥末豆
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Preliminary Pricing Supplement No. 13,443Registration Statement Nos. 333-275587; 333-275587-01 Morgan Stanley Finance LLC STRUCTURED INVESTMENTS Opportunities in Commodities Dual Directional Trigger PLUS Based on the iShares®2027 Trigger Performance Leveraged Upside SecuritiesFully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities The Dual Directional Trigger PLUS, or “Trigger PLUS,” are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The Trigger PLUS will pay no interest, do not guarantee any return of principal at maturityand have the terms described in the accompanying prospectus supplement for Commodity-Linked PLUS and prospectus, as supplemented or modified by this document. At maturity, if the shares of theiShares®Silver Trust, which we refer to as the underlying commodity shares,haveappreciatedin value, investors will receive the stated principal amount of their investment plus leveraged upside performance of theunderlying commodity shares, subject to the maximum payment at maturity. If the underlying commodity shares have depreciated in valuebut by no more than 20%, investors will receive the stated principal amount of their investmentplusa positive return equal to the absolute value of the percentage decline, which will effectively be limited to a positive 20% return. However, if the underlying commodity shares havedepreciatedin value by more than 20%, investors will be exposed to the full amount of the percentage decline in the underlying commodityshares and will lose 1% of the stated principal amount for every 1% of decline, without any buffer. Under these circumstances, the payment atmaturity will be less than $800 per Trigger PLUS, and could be zero. The Trigger PLUS are for investors who seek a return based on theperformance of the underlying commodity shares and who are willing to risk their principal and forgo current income and upside above the The Trigger PLUS involve risks not associated with an investment in ordinary debt securities. See “Risk Factors”beginning on page 7. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if thisdocument or the accompanying prospectus supplement and prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The Trigger PLUS are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmentalagency or instrumentality, nor are they obligations of, or guaranteed by, a bank. You should read this document together with the related prospectus supplement and prospectus, each of which can be accessed via the hyperlinksbelow. When you read the accompanying prospectus supplement, please note that all references in such supplement to the prospectus datedNovember 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April 12, 2024 or to the correspondingsections of such prospectus, as applicable. Please also see “Additional Terms of the Trigger PLUS” and “Additional Information About the TriggerPLUS” at the end of this document. As used in this document, “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.Prospectus Supplement for Commodity-Linked PLUS dated November 16, 2023Prospectus dated April 12, 2024 Morgan Stanley Finance LLC Dual Directional Trigger PLUS Based on the iShares®2027Trigger Performance Leveraged Upside SecuritiesSMPrincipal at Risk Securities Investment Summary Trigger Performance Leveraged Upside Securities Principal at Risk Securities The Dual Directional Trigger PLUS Based on the Performance of the iShares®Silver Trust due May 5, 2027 (the“Trigger PLUS”) can be used: range of positive performance of the underlying commodity shares, subject to the maximum payment atmaturity. underlying commodity shares. To potentially outperform the underlying commodity shares in a moderately bullish or moderately bearishscenario. Maturity:Leverage factor:Maximum payment at maturity: Approximately 1.25 years200% (applicable only if the final share price is greater than the initial share price)$1,620 per Trigger PLUS (162% of the stated principal amount) The original issue price of each Trigger PLUS is $1,000. This price includes costs associated with issuing, selling,structuring and hedging the Trigger PLUS, which are borne by you, and, consequently, the estimated value of theTrigger PLUS on the pricing date will be less than $1,000. We estimate that the value of each Trigger PLUS on the What goes into the estimated value on the pricing date? In valuing the Trigger PLUS on the pricing date, we take into account that the Trigger PLUS comprise both a debtcomponent and a performance-based component linked to the underlying commodity shares. The estimat