摩根士丹利美股招股说明书(2026-02-06版)

Morgan Stanley Finance LLC STRUCTURED INVESTMENTSOpportunities in International Equities $ Digital EURO STOXX 50®Index-Linked Notes dueFully and Unconditionally Guaranteed by Morgan Stanley Principal at Risk Securities The notesare unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionallyguaranteed by Morgan Stanley. The notes will not bear interest.The amount that you will be paid on your notes on the statedmaturity date (expected to be the second scheduled business day after the determination date) is based on the performance of the EURO STOXX 50®Index as measured from the trade date to and including the determination date (expected to be between 23 and26 months after the trade date). If the final underlier level on the determination date is greater than or equal to 85% of the initialunderlier level (which will be set on the trade date and may be higher or lower than the actual closing level of the underlier on thetrade date), you will receive an amount equal to the maximum settlement amount (expected to be between $1,145.00 and All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment.These notes are not secured obligations and you will not have any security interest in, or otherwise have any access to, 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 isgreater thanorequal to-15% (the final underlier level is greater than or equal to 85% of the initial underlier level), the maximum settlement amount of $1,145.00 to $1,170.50 per note, or 114.50% to 117.05% of the face ●if the underlier return isless than-15% (the final underlier level is less than 85% of the initial underlier level), thesumof(i)$1,000plus(ii)theproductof (a)$1,000times(b)approximately 1.1765times(c)thesumof the underlier returnplus15%. Under these circumstances, you will lose some or all of your investment. 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 $992.80 per note, or within $15.00 of that estimate. See“Estimated Value” on page 2. (1)Morgan Stanley & Co. LLC (“MS & Co.”) will sell all of the notes that it purchases from us to an unaffiliated dealer at the original issue price of100.00%, or $1,000 per face amount of notes. Such dealer will sell the notes to investors at the same price without a discount or commission.Investors that purchase and hold the notes in fee-based accounts may be charged fees based on the amount of assets held in those accounts,including the notes. For more information, see “Additional Information About the Notes—Supplemental information regarding plan of (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 “RiskFactors” beginning on page 10. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these notes, or determined if this document orthe accompanying product supplement, index supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense. 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 to theprospectus dated November 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April 12, 2024 or to thecorresponding sections of such prospectus, as applicable. Please also see “Terms” on page 3 and “Additional Information About the Notes” on page 20. About Your Prospectus The notes are notes issued as part of MSFL’s Series A Global Medium-Term Notes program. This prospectusincludes this preliminary pricing supplement and the accompanying documents listed below. This preliminary pricingsupplement constitutes a supplement to the documents listed below and should be read in conjunction with such ●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 insuch supplements to the prospectus dated November 16