摩根士丹利美股招股说明书(2025-06-02版)

Preliminary Pricing Supplement No. 8,852Registration Statement Nos. 333-275587; 333-275587-01Dated June 2, 2025 Morgan Stanley Finance LLC FixedRate Callable Notes due 2055 Fully and Unconditionally Guaranteed by Morgan StanleyAs further described below, we, Morgan Stanley Finance LLC (“MSFL”), will redeem the notes in accordance with the risk neutral valuation model determination noted herein. Any redemption payment will be at a redemption price equal to 100% of the principal amount to be redeemed, plus accruedand unpaid interest thereon to but excluding the redemption date. Subject to the call feature, interest will accrue and be payable on the notes, in arrears, atthe interest rate and frequency specified below. Fixed Rate Callable Notes The Notes The notes are debt securities of Morgan Stanley Finance LLC and are fully and unconditionally guaranteed by Morgan An early redemption, in whole but not in part, will occur on a redemption date if and only if the output of a risk neutralvaluation model on the calendar day that is 13 calendar months prior to such redemption date, based on the inputsindicated in the call feature terms, indicates that redeeming on such date is economically rational for us as compared tonot redeeming on such date. Any redemption payment will be at a redemption price equal to 100% of the principal amountto be redeemed, plus accrued and unpaid interest thereon to but excluding the redemption date. If we call the notes, wewill give you noticeat least 5 business daysbefore the call date specified in the notice. On or before the redemptiondate, we will deposit with the trustee money sufficient to pay the redemption price of and accrued interest on the notes tobe redeemed on that date. If such money is so deposited, on and after the redemption date, interest will cease to accrue The stated principal amount and issue price of each note is $1,000. This price includes costs associated with issuing,selling, structuring and hedging the notes, which are borne by you, and, consequently, the estimated value of the notes onthe pricing date will be less than the issue price. We estimate that the value of each note on the pricing date will be What goes into the estimated value on the pricing date? In valuing the notes on the pricing date, we take into account that the notes comprise both a debt component and aperformance-based component linked to interest rates. The estimated value of the notes is determined using our ownpricing and valuation models, market inputs and assumptions relating to volatility and other factors including current and What determines the economic terms of the notes? In determining the economic terms of the notes, including the interest rate applicable to each interest payment period, weuse an internal funding rate, which is likely to be lower than our secondary market credit spreads and therefore What is the relationship between the estimated value on the pricing date and the secondary market price of the notes? The price at which MS & Co. purchases the notes in the secondary market, absent changes in market conditions, includingthose related to interest rates, may vary from, and be lower than, the estimated value on the pricing date, because thesecondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & MS & Co. may, but is not obligated to, make a market in the notes and, if it once chooses to make a market, may cease Fixed Rate Callable Notes Risk Factors The notes involve risks not associated with an investment in ordinary fixed rate notes. This section describes the materialrisks relating to the notes. For a complete list of risk factors, please see the accompanying prospectus supplement and Risks Relating to an Investment in the Notes ￭The notes have early redemption risk.Any early redemption, in whole but not in part, will occur on a redemptiondate if and only if the output of a risk neutral valuation model on the calendar day that is 13 calendar months prior tosuch redemption date, based on the inputs indicated in the call feature terms, indicates that redeeming on such dateis economically rational for us as compared to not redeeming on such date. In accordance with the risk neutralvaluation model determination noted herein, it is more likely that the issuer will redeem the notes prior to their stated ￭Investors are subject to our credit risk, and any actual or anticipated changes to our credit ratings or creditspreads may adversely affect the market value of the notes.Investors are dependent on our ability to pay allamounts due on the notes on interest payment dates, on any redemption date and at maturity and therefore investorsare subject to our credit risk and to changes in the market’s view of our creditworthiness. If we default on ourobligations under the notes, your investment would be at risk and you could lose some or all of your investment. As a ￭As a finance subsidiary, MSFL h