摩根士丹利美股招股说明书(2026-07-01版)

Morgan Stanley Finance LLC Trigger GEARSLinked to a Basket of Global Indices due July 17, 2031Fully and Unconditionally Guaranteed by Morgan StanleyPrincipal 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 global indices (the “Basket”), consisting of the S&P 500®Index, the EURO STOXX 50®Index, the Nikkei Stock Average, the 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 isgreater 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 UpsideGearing of between 1.10 and 1.29 (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 PrincipalAmount at maturity, 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 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 Basket Trade DateJuly 15, 2026Settlement DateJuly 17, 2026Final Valuation Date**July 15, 2031Maturity Date**July 17, 2031 Contingent Repayment of Principal at Maturity:If the Basket Return isequal 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, MSFLwill pay less than the full Principal Amount, if anything, resulting in a significant **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 INVESTING IN THE SECURITIES. THE SECURITIES WILL NOT BE LISTED ON ANY SECURITIES EXCHANGE.YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER ‘‘KEY RISKS’’ BEGINNING ON PAGE 5 OF THIS PRELIMINARY PRICING SUPPLEMENT BEFOREPURCHASING ANY SECURITIES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF,AND THE RETURN ON, YOUR SECURITIES. Security Offering We are offering Trigger GEARS Linked to a Basket of Global Indices. The Securities are not subject to a predetermined maximum gain and, accordingly, any return atmaturity will be determined by the performance of the Basket. The Securities are offered at a minimum investment of 100 Securities at the Price to Public listed 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. See “Additional Information about Morgan Stanley, MSFL and the Securities” on page 2. The Securities will have the terms set forth inthe accompanying prospectus, prospectus supplement, index supplement, tax supplement and this preliminary pricing supplement.Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these Securities or passed uponthe adequacy or accuracy of this preliminary pricing supplement or the accompanying prospectus supplement, index supplement, tax supplementand prospectus. Any representation to the contrary is a criminal offense. The Securities are not deposits or savings accounts and are not insuredby the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor are they obligations of, or guaranteed by, 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, an index supplement and a tax supplement) with the SEC for the offering to which this communicationrelates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement, theindex supplement, tax supplement and any other documents relating to this offering that