摩根士丹利美股招股说明书(2026-02-27版)

Fully and Unconditionally Guaranteed by Morgan Stanley Principal at Risk Securities Investment Description These Trigger GEARS (the “Securities”) are unsecured and unsubordinated debt securities issued by Morgan Stanley Finance LLC (“MSFL”) and fully and unconditionally guaranteed byMorgan Stanley with returns linked to the performance of a weighted basket of international indices (the “Basket”), consisting of the EURO STOXX 50® FTSE®100 Index, the Swiss Market Index®and the S&P®/ASX 200 Index, each of which we refer to as an “Underlier” and together as the “Underliers.” If the Basket Return is greater than zero, MSFL will pay the Principal Amount at maturity plus a return equal to the product of (i) the Principal Amount multiplied by (ii) the Basket Return multiplied by (iii) the Upside Gearing ofbetween 1.43 and 1.63 (the actual Upside Gearing will be determined on the Trade Date). If the Basket Return is less than or equal to zero, MSFL will either pay the full Principal Amount atmaturity, or, if the Final Basket 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 principalthat is proportionate to the negative Basket Return. These long-dated Securities are for investors who seek an equity basket-based return and who are willing to risk a loss on their principaland forgo current income in exchange for the Upside Gearing feature and the contingent repayment of principal, which applies only if the Final Basket Level is not less than the DownsideThreshold, each as applicable at maturity.Investing in the Securities involves significant risks. You will not receive interest or dividend payments during the term of theSecurities. You may lose a significant portion or all of your Principal Amount. The contingent repayment of principal applies only if you hold the Securities to maturity. Features ❑Enhanced Growth Potential:If the Basket Return is greater than zero, theUpside Gearing feature will provide leveraged exposure to any positive BasketReturn, and MSFL will pay the Principal Amount at maturity plus pay a returnequal to the Basket Return multiplied by the Upside Gearing. If the BasketReturn is less than zero, investors may be exposed to the negative Basket Return at maturity. equal to or less than zero and the Final Basket Level is not less than theDownside Threshold, MSFL will pay the Principal Amount at maturity.However, if the Final Basket Level is less than the Downside Threshold, MSFL will pay less than the full Principal Amount, if anything, resulting in a significantloss of principal that is proportionate to the percentage decline in the value ofthe Basket. The contingent repayment of principal applies only if you hold the*Expected.**Subject to postponement in the event of a Market Disruption Event or fornon-Index Business Days. See “Postponement of Final Valuation Date andMaturity Date” under “Additional Terms of the Securities.” 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 UNDERLIERS, 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 We are offering Trigger GEARS Linked to a Basket of International Indices. The Securities are not subject to a predetermined maximum gain and, accordingly, anyreturn at maturity will be determined by the performance of the Basket. The Securities are offered at a minimum investment of 100 Securities at the Price to Publiclisted below. The indicative Upside Gearing range for the Securities is listed below. The actual Upside Gearing and Initial Levels will be determined on the Trade Date. 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 supplementand any other documents relating to this offering that Morgan Stanley and MSFL have filed with the SEC for morecomplete information about Morgan Stanley, MSFL and this offering. When you read the accompanying prospectussupplement and index supplement, please note that all references in such supplements to the prospectus datedNovember 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April 12, You may access the accompanying prospectus supplement, index supplement and prospectus on the SEC websiteat.www.sec.gov as follows: Prospectus supplement dated November 16, 2023:https://www.sec.gov/Archives/edgar/data/8