摩根士丹利美股招股说明书(2026-05-20版)

PROSPECTUS Dated April 8, 2026PRODUCT SUPPLEMENT Dated April 8, 2026INDEX SUPPLEMENT Dated April 8, 2026TAX SUPPLEMENT Dated April 8, 2026Morgan Stanley Finance LLC STRUCTURED INVESTMENTSOpportunities in U.S. Equities $ Leveraged Buffered S&P 500®Index-Linked Notes dueFully and Unconditionally Guaranteed by Morgan Stanley Principal at Risk Securities The notes are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley.Thenotes will not bear interest.The amount that you will be paid on your notes on the stated maturity date (expected to be the second scheduled businessday after the determination date) is based on the performance of the S&P 500® Index as measured from the trade date to and including the determinationdate (expected to be between 17 and 20 months after the trade date). If the final underlier level on the determination date is greater than the initialunderlier level (set on the trade date and may be higher or lower than the actual closing level of the underlier on the trade date), the return on your noteswill be positive, subject to the maximum settlement amount (expected to be between $1,163.80 and $1,192.15 for each $1,000 face amount of your notes).If the underlier declines by up to 10.00% from the initial underlier level, you will receive the face amount of your notes.However, if the underlier 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 notsecured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets. To determine your payment at maturity, we will calculate the underlier return, which is the percentage increase or decrease in the final underlier level fromthe initial underlier level. On the stated maturity date, for each $1,000 face amount of your notes, you will receive an amount in cash equal to: ●if the underlier return ispositive(the final underlier level isgreaterthanthe initial underlier level), thesumof (i) $1,000plus(ii) theproductof (a) $1,000times(b) 150%times(c) the underlier return, subject to the maximum settlement amount;●if the underlier return iszeroornegativebutnotbelow-10.00% (the final underlier level isequaltoorlessthanthe initial underlier level but not bymore than 10.00%), $1,000; or ●if the underlier return isnegativeand isbelow-10.00% (the final underlier level islessthanthe initial underlier level by more than 10.00%), thesumof (i) $1,000plus(ii) theproductof (a) approximately 1.1111times(b) thesumof the underlier returnplus10.00%times(c) $1,000.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 $977.50 per note, or within $15.00 of that estimate. See “Estimated Value” on page2. (1)Morgan Stanley & Co. LLC (“MS & Co.”) will sell all of the notes that it purchases from us to an unaffiliated dealer, which will receive a fixed salescommission of 1.96% for each note they sell. For more information, see “Additional Information About the Notes—Supplemental informationregarding plan of distribution; conflicts of interest.” (2)See “Additional Information About the Notes—Use of proceeds and hedging” beginning on page 19. The notes involve risks not associated with an investment in ordinary debt securities. See “Risk Factors”beginning on page 10. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these notes, or determined if this documentor the accompanying product supplement, index supplement, tax supplement and prospectus is truthful or complete. Any representation to the contraryis 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, tax supplement and prospectus, each of which can beaccessed via the hyperlinks below. Please also see “Terms” on page 3 and “Additional Information About the Notes” on page 18. MORGAN STANLEY About Your Prospectus The notes are notes issued as part of MSFL’s Series A Global Medium-Term Notes program. This prospectus includesthis preliminary pricing supplement and the accompanying documents listed below. This preliminary pricing supplementconstitutes a supplement to the documents listed below and should be read in conjunction with such documents: ●Prospectus dated April 8, 2026●Product Supplement dated April 8, 2026●Index Supplement dated April 8, 2026●Tax Supplement dated April 8, 2026 The information in this preliminary pricing supplement supersedes