摩根士丹利美股招股说明书(2026-03-26版)

Morgan Stanley Finance LLC Trigger Autocallable GEARS Linked to the Russell 2000®Index due April 18, 2031Fully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities Investment Description These Trigger Autocallable GEARS (the “Securities”) are unsecured and unsubordinated debt securities issued by Morgan Stanley Finance LLC (“MSFL”) and fully and unconditionallyguaranteed by Morgan Stanley with returns linked to the performance of the Russell 2000® Index (the “Underlying”). If the closing level of the Underlying on the Observation Date (the“Observation Date Closing Level”) is greater than or equal to the Autocall Barrier, MSFL will automatically call the Securities and pay the principal amount of the Securities plus the CallReturn. No further payments will be made on the Securities once they have been called, and the investor will not participate in any appreciation of the Underlying if the Securities arecalled early. If the Securities are not called prior to maturity and the Underlying Return is greater than zero, MSFL will pay the Principal Amount at maturity plus a return equal to theproduct of (i) the Principal Amount multiplied by (ii) the Underlying Return multiplied by (iii) the Upside Gearing of between 1.54 and 1.74 (the actual Upside Gearing will be determined onthe Trade Date). If the Underlying Return is less than or equal to zero, MSFL will either pay the full Principal Amount at maturity, or, if the Final 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 principal that is proportionate to the negative Underlying Return. These long-dated Securities are for investors who seek an equity index-based return and who are willing to risk a loss on their principal and forgo current income in exchange for the possibility ofreceiving the Call Return if the Underlying closes at or above the Autocall Barrier on the Observation Date, and the Upside Gearing feature and the contingent repayment of principal, repayment of principal applies only if you hold the Securities to maturity. Any payment on the Securities,including any repayment 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 FULLPRINCIPAL AMOUNT OF THE SECURITIES. THE SECURITIES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE UNDERLYING, 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 DEBT YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER ‘‘KEY RISKS’’ BEGINNING ON PAGE 7 OF THIS FREE WRITING PROSPECTUS BEFORE PURCHASINGANY SECURITIES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE We are offering Trigger Autocallable GEARS linked to the Russell 2000®Index. The Securities are not subject to a predetermined maximum gain and, accordingly, any return atmaturity will be determined by the performance of the Underlying. The Securities are offered at a minimum investment of 100 Securities at the Price to Public listed below. Theindicative Upside Gearing range for the Securities is listed below. The actual Upside Gearing, Initial Level, Autocall Barrier and Downside Threshold will be determined on the *If the Securities are called, the Call Price will be a fixed amount based on the Call Return. See “Observation Date, Call Settlement Date, Call Return and Call Price” on page5. See “Additional Information about Morgan Stanley, MSFL and the Securities” on page 2. The Securities will have the terms set forth in theaccompanying prospectus, prospectus supplement and index supplement and this preliminary pricing supplement. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these Securities or passed upon the adequacy or accuracyof this preliminary pricing supplement or the accompanying prospectus supplement, index supplement and prospectus. Any representation to the contrary is a criminaloffense. The Securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or Estimated value on the Trade DateApproximately $9.491 per Security, or within $0.55 of that estimate. See “Additional Information about Morgan Stanley,MSFL and the Securities” on page 2. Additional Information about Morgan Stanley, MSFL and the Securities Morgan Stanley and MSFL have filed a registration statement (including a prospectus, as supplemented by a prospectussupplement and an index supplement) with the SEC for the offering to which this communication relates. Before youinvest, you should read the prospectus in that registration statement, the prospectus supplement, the index supplem