摩根士丹利美股招股说明书(2026-03-30版)

Amendment No. 1 dated March 27, 2026 relating toPreliminary Pricing Supplement No. 14,972Registration Statement Nos. 333-275587; 333-275587-01Dated March 17, 2026 Morgan Stanley Finance LLC STRUCTURED INVESTMENTS Jump Securities with Auto-Callable Feature due April 5, 2027 Based on the Worst Performing of the State Street® SPDR®S&P®Miners ETF and the iShares®20+ Year Treasury Bond ETFFully and Unconditionally Guaranteed by Morgan Stanley Principal at Risk Securities The securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by MorganStanley. The securities have the terms described in the accompanying product supplement, index supplement and prospectus, as supplemented or modified by this document. The securities do not guarantee the repayment of principal and do not provide for the regularpayment of interest. Automatic early redemption.The securities will be automatically redeemed if the closing level ofeachunderlier isgreater than or equaltoits then-applicable call threshold level on any determination date for an early redemption payment that will increase over the term of thesecurities. No further payments will be made on the securities once they have been automatically redeemed. Payment at maturity.If the securities have not been automatically redeemed prior to maturity and the final level ofeachunderlier isgreater than or equal toits upside threshold level, investors will receive a fixed positive return at maturity. If the final level ofanyunderlierisless thanits upside threshold level but the final level ofeachunderlier isgreater than or equal toits downside threshold level, investors will receive only the stated principal amount at maturity. If, however, the final level ofanyunderlier isless thanits downside threshold level,investors will lose 1% for every 1% decline in the level of the worst performing underlier over the term of the securities.Under thesecircumstances, the payment at maturity will be significantly less than the 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 (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 8.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.Product Supplement for Principal at Risk Securities dated February 7, 2025Index Supplement dated November 16, 20232, 2024 Jump Securities with Auto-Callable Feature 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 and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne byyou were lower or if the internal funding rate were higher, one or more of the economic terms of the securities would be more What is the relationship between the estimated value on the pricing date and the secondary market price of the