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摩根士丹利美股招股说明书(2026-08-13版)

2026-08-13 美股招股说明书 Lee
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Pricing Supplement No. 18,047 toRegistration Statement Nos. 333-293641; 333-293641-01Dated, 2026Rule 424(b)(2) Morgan Stanley Finance LLC STRUCTURED INVESTMENTSOpportunities in International Equities $ Principal at Risk SecuritiesThe notesare unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The notes will not bear interest.The amount that you will bepaid on your notes on the stated maturity date (expected to be the second scheduled business day after thedetermination date) is based on the performance of the common shares of Celestica Inc. (which we refer to as “theUnderlier”) as measured from the trade date to and including the determination date (expected to be between 13and 15 months after the trade date). If the final underlier level on the determination date is greater than or equal to75.00% of the initial underlier level (which will be set on the trade date and may be higher or lower than the actualclosing level of the underlier on the trade date), you will receive an amount equal to the maximum settlementamount (expected to be between $1,405.40 and $1,475.60 for each $1,000 face amount of your notes).However,if the underlier declines by more than 25.00% from the initial underlier level, the return on your notes willbe negative. You could lose your entire investment in the notes.The notes are notes issued as part ofMSFL’s Series A Global Medium-Term Notes program. All payments are subject to our credit risk. If we default on our obligations, you could lose some or all ofyour investment. These notes are not secured obligations and you will not have any security interest in, orotherwise 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 ordecrease in the final underlier level from the initial underlier level. On the stated maturity date, for each $1,000face amount of your notes, you will receive an amount in cash equal to:●if the underlier return isgreater thanorequal to–25.00% (the final underlier level is greater than or equal to 75.00% of the initial underlier level), the maximum settlement amount of $1,405.40 to $1,475.60 per note, or140.54% to 147.56% of the face amount (the actual maximum settlement amount will be determined on thetrade date); or●if the underlier return isless than–25.00% (the final underlier level is less than 75.00% of the initial underlierlevel), thesumof (i)$1,000plus(ii)theproductof (a)$1,000times(b) approximately1.333times(c)thesumof the underlier returnplus25.00%.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 yourinvestment.The estimated value on the trade date will be approximately $970.50 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, which willreceive a fixed sales commission of 1.08% for each note they sell. For more information, see “Additional Information About theNotes—Supplemental information regarding plan of distribution; conflicts of interest.” (2)See “Additional Information About the Notes—Use of proceeds and hedging” beginning on page 17. The notes involve risks not associated with an investment in ordinary debt securities. See “RiskFactors” beginning on page 9. The Securities and Exchange Commission and state securities regulators have not approved or disapproved thesenotes, or determined if this document or the accompanying product supplement, tax supplement and prospectus istruthful 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 orany other governmental agency or instrumentality, nor are they obligations of, or guaranteed by, a bank. You should read this document together with the related product supplement, tax supplement and prospectus, each ofwhich can be accessed via the hyperlinks below. Please also see “Terms” on page 3 and “Additional InformationAbout the Notes” on page 17. About Your Prospectus The notes are notes issued as part of MSFL’s Series A Global Medium-Term Notes program. Thisprospectus includes this preliminary pricing supplement and the accompanying documents listed below.This preliminary pricing supplement constitutes a supplement to the documents listed below and should beread in conjunction with such documents: ●Prospectus dated April 8, 2026●Product Supplement dated April 8, 2026●Tax Supplement dated April 8, 2026 The information in this preliminary pricing supplement supersedes any conflicting information in thedocuments listed above. In addition, some of the terms or features described in the listed document