摩根士丹利美股招股说明书(2026-02-27版)

Fully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities Investment Description These Trigger GEARS (the “Securities”) are unsecured and unsubordinated debt securities issued by Morgan Stanley Finance LLC (“MSFL”) and fully and unconditionally guaranteed byMorgan Stanley with returns linked to the performance of a weighted basket of international indices (the “Basket”), consisting of the EURO STOXX 50®Index, the Nikkei Stock Average, theFTSE®100 Index, the Swiss Market Index®and the S&P®/ASX 200 Index, each of which we refer to as an “Underlier” and together as the “Underliers.” If the Basket Return is greater thanzero, MSFL will pay the Principal Amount at maturity plus a return equal to the product of (i) the Principal Amount multiplied by (ii) the Basket Return multiplied by (iii) the Upside Gearing ofbetween 1.43 and 1.63 (the actual Upside Gearing will be determined on the Trade Date). If the Basket Return is less than or equal to zero, MSFL will either pay the full Principal Amount atmaturity, or, if the Final Basket Level is less than the Downside Threshold, MSFL will pay significantly less than the full Principal Amount at maturity, if anything, resulting in a loss of principalthat is proportionate to the negative Basket Return. These long-dated Securities are for investors who seek an equity basket-based return and who are willing to risk a loss on their principaland forgo current income in exchange for the Upside Gearing feature and the contingent repayment of principal, which applies only if the Final Basket Level is not less than the DownsideThreshold, each as applicable at maturity.Investing in the Securities involves significant risks. You will not receive interest or dividend payments during the term of theSecurities. You may lose a significant portion or all of your Principal Amount. The contingent repayment of principal applies only if you hold the Securities to maturity.All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. These Securities are not secured obligations andyou will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets. Features ❑Enhanced Growth Potential:If the Basket Return is greater than zero, theUpside Gearing feature will provide leveraged exposure to any positive BasketReturn, and MSFL will pay the Principal Amount at maturity plus pay a returnequal to the Basket Return multiplied by the Upside Gearing. If the BasketReturn is less than zero, investors may be exposed to the negative BasketReturn at maturity.❑Contingent Repayment of Principal at Maturity:If the Basket Return is equal to or less than zero and the Final Basket Level is not less than theDownside Threshold, MSFL will pay the Principal Amount at maturity.However, if the Final Basket Level is less than the Downside Threshold, MSFLwill pay less than the full Principal Amount, if anything, resulting in a significantloss of principal that is proportionate to the percentage decline in the value ofthe Basket. The contingent repayment of principal applies only if you hold theSecurities to maturity. Any payment on the Securities, including anyrepayment of principal, is subject to our creditworthiness.THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. THE TERMS OF THE SECURITIES MAY NOT OBLIGATE US TO REPAY THE FULL *Expected. **Subject to postponement in the event of a Market Disruption Event or fornon-Index Business Days. See “Postponement of Final Valuation Date andMaturity Date” under “Additional Terms of the Securities.” PRINCIPAL AMOUNT OF THE SECURITIES. THE SECURITIES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE UNDERLIERS, WHICH CAN RESULT IN A LOSS OF ASIGNIFICANT PORTION OR ALL OF YOUR INVESTMENT AT MATURITY. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING OUR DEBTOBLIGATIONS.YOU SHOULD NOT PURCHASE THE SECURITIES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED ININVESTING IN THE SECURITIES. THE SECURITIES WILL NOT BE LISTED ON ANY SECURITIES EXCHANGE.YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER ‘‘KEY RISKS’’ BEGINNING ON PAGE 5 OF THIS PRELIMINARY PRICING SUPPLEMENT BEFOREPURCHASING ANY SECURITIES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF,AND THE RETURN ON, YOUR SECURITIES. Security Offering We are offering Trigger GEARS Linked to a Basket of International Indices. The Securities are not subject to a predetermined maximum gain and, accordingly, anyreturn at maturity will be determined by the performance of the Basket. The Securities are offered at a minimum investment of 100 Securities at the Price to Publiclisted below. The indicative Upside Gearing range for the Securities is listed below. The actual Upside Gearing and Initial Levels will be determined on the Trade Date.Init