摩根士丹利美股招股说明书(2026-02-04版)

Amendment No. 1 dated February 3, 2026 relating toPreliminary Pricing Supplement No. 14,063Registration Statement Nos. 333-275587; 333-275587-01Dated February 2, 2026 Morgan Stanley Finance LLC STRUCTURED INVESTMENTS Dual Directional Trigger PLUS due February 16, 2029 Based on the Worst Performing of the EURO STOXX 50®Trigger Performance Leveraged Upside SecuritiesSMFully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities The Dual Directional Trigger PLUS (the “securities”) are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully andunconditionally guaranteed by Morgan Stanley. The securities will pay no interest, do not guarantee any return of principal at maturity and have the Payment at maturity.At maturity, if the final level ofeachunderlier isgreater thanits initial level, investors will receive the stated principal amountplusthe leveraged upside payment. If the final level ofeitherunderlier isequal to or less thanits initial level but the final level ofeachunderlier isgreater than or equal toits downside threshold level, investors will receive at maturity the stated principal amountplusa positive return equal to (i)the absolute value of the percentage decline in the level of the worst performing underliermultiplied by(ii) the absolute return participation rate. If,however, the final level ofeitherunderlier isless thanits downside threshold level, investors will lose 1% for every 1% decline in the level of theworst performing underlier over the term of the securities.Under these circumstances, the payment at maturity will be significantly less thanthe stated principal amount and could be zero. The value of the securities is based on the worst performing underlier.The fact that the securities are linked to more than one underlier doesnot provide any asset diversification benefits and instead means that a decline in the level ofeitherunderlier beyond its downside threshold level will The securities are for investors who seek a return based on the performance of the worst performing underlier and who are willing to risk theirprincipal and forgo current income in exchange for the upside leverage feature, the absolute return participation feature and the limited protection against loss of principal, each of which applies to a certain range of performance of the worst performing underlier over the term of the securities. All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. Thesesecurities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlyingreference asset or assets. (2)See “Use of Proceeds and Hedging” in the accompanying product supplement.The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning onpage 6. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanyingproduct 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 You should read this document together with the related product supplement, index supplement and prospectus, each of which can be accessed via the hyperlinks below. Whenyou read the accompanying index supplement, please note that all references in such supplement to the prospectus dated November 16, 2023, or to any sections therein, shouldrefer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. Please also see “Additional Terms of the References to “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires. Estimated Value of the Securities The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring andhedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date will What goes into the estimated value on the pricing date? In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and aperformance-based component linked to the underliers. The estimated value of the securities is determined using our own pricingand valuation models, market inputs and assumptions relating to the underliers, instruments based on the underliers, volatility What determines the economic terms of the securities? In determining the economic terms of the securities, we use an internal funding rate, which is likely to be lower than oursecondary market credit spreads an