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摩根士丹利美股招股说明书(2026-03-19版)

2026-03-19 美股招股说明书 程思齐Sophie
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Preliminary Pricing Supplement No. 15,011Registration Statement Nos. 333-275587; 333-275587-01Dated March 19, 2026 Morgan Stanley Finance LLC STRUCTURED INVESTMENTS Opportunities in U.S. Equities Market Linked Securities—Auto-Callable with Contingent DownsidePrincipal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 Index® AverageSMand the S&P 500®Index due April 1, 2031 Fully and Unconditionally Guaranteed by Morgan Stanley ■Linked to the lowest performing of the Nasdaq-100 Index® , Dow Jones Industrial AverageSMand the S&P 500®Index (each referred to as an “underlying”)The securities offered are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. Unlike ordinary debt securities,the securities do not pay interest, do not guarantee the repayment of principal and are subject to potential automatic call prior to the maturity date upon the terms described below. Thesecurities have the terms described in the accompanying product supplement for principal at risk securities, index supplement and prospectus, as supplemented or modified by thisdocument.Automatic Call.The securities will be automatically called if the closing level of each underlying on any of the calculation days is greater than or equal to its respective starting level for acall payment equal to the face amountplusa call premium. The call premium applicable to each calculation day will be a percentage of the face amount that increases for each calculationday based on a simple (non-compounding) return of at least 10.90% per annum (to be determined on the pricing date). No further payments will be made on the securities once they havebeen called. Maturity Payment Amount.If the securities are not automatically called, you will receive at maturity a cash payment per security as follows:■If the ending level ofanyunderlyingisless thanits respective starting level but the ending level ofeach underlyingisgreater than or equal to70% of its respective starting level, which we refer to as the respective threshold level, you will receive a maturity payment amount of $1,000 per $1,000 security.■If the ending level ofany underlyingisless thanits respective threshold level, investors will be exposed to the full decline in the lowest performing underlyingon a 1-to-1 basis, and will receive a maturity payment amount that is less than 70% of the face amount of the securities and could be zero. The current estimated value of the securities is approximately $951.00 per security, or within $51.00 of that estimate.The estimated value of the securities isdetermined using our own pricing and valuation models, market inputs and assumptions relating to the underlyings, instruments based on the underlyings, volatilityand other factors including current and expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interestrate at which our conventional fixed rate debt trades in the secondary market. See “Estimated Value of the Securities” on page 4. The securities have complex features and investing in the securities involves risks not associated with an investmentin ordinary debt securities. See “Risk Factors” beginning on page 10. All payments on the securities are subject to our credit risk. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or theaccompanying product 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 You should read this document together with the related product supplement for principal at risk securities, index supplement and prospectus, each of which can beaccessed via the hyperlinks below. When you read the accompanying product supplement and index supplement, please note that all references in such supplements tothe prospectus dated November 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April 12, 2024 or to the correspondingsections of such prospectus, as applicable. Please also see “Additional Information About the Securities” at the end of this document. Market Linked Securities—Auto-Callable with Contingent Downside Morgan Stanley Finance LLC Market Linked Securities—Auto-Callable with Contingent Downside Morgan Stanley Finance LLC Market Linked Securities— Auto-Callable with Contingent DownsidePrincipal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 Index® Estimated Value of the Securities The face amount of each security is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the securities, which areborne by you, and, consequently, th