摩根士丹利美股招股说明书(2025-01-27版)

Morgan Stanley Finance LLC $3,250,000 Trigger AbsoluteReturn Step Securities Linked to the EURO STOXX 50®Index due January 28, 2030 Principal at Risk Securities Investment Description These Trigger Absolute Return Step Securities (the “Securities”) are unsecured and unsubordinated debt securities issued by Morgan Stanley Finance LLC (“MSFL”), fully andunconditionally guaranteed by Morgan Stanley, with returns linked to the performance of the EURO STOXX 50®Index (the “Underlying”). If the Final Level is greater than orequal to the Step Barrier, MSFL will pay the Principal Amount at maturity plus a return equal to the greater of (i) the Step Return of 56.70% and (ii) the Underlying Return. If theFinal Level is less than the Step Barrier but greater than or equal to the Downside Threshold, MSFL will pay the full Principal Amount at maturity and pay a return equal to theabsolute value of the Underlying Return (the “Contingent Absolute Return”). However, if the Final Level is less than the Downside Threshold, MSFL will pay significantly lessthan the full Principal Amount at maturity, if anything, resulting in a loss of principal that is proportionate to the negative Underlying Return. These long-dated Securities are forinvestors who seek an equity index-based return and who are willing to risk a loss on their principal and forgo current income in exchange for the Step Return and theContingent Absolute Return features and the contingent repayment of principal, which applies only if the Final Level is not less than the Downside Threshold, each asapplicable at maturity.Investing in the Securities involves significant risks. You will not receive interest or dividend payments during the term of the Securities. Youmay lose a significant portion or all of your Principal Amount. The Contingent Absolute Return, any contingent repayment of principal and the Step Return applyonly if you hold the Securities to maturity.All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. These Securities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets. Features Key Dates ❑Enhanced Growth Potential with a Step Return Feature:If the Final Level is greaterthan or equal to the Step Barrier, MSFL will pay the Principal Amount at maturityplus pay a return equal to the greater of (i) the Step Return of 56.70% and (ii) theUnderlying Return. If the Final Level is less than the Downside Threshold,investors will be exposed to the negative Underlying Return at maturity.❑ Contingent Absolute Return at Maturity:If the Final Level is less than the StepBarrier and the Final Level is not less than the Downside Threshold, MSFL willpay the Principal Amount at maturity and pay the Contingent Absolute Return.However, if the Final Level is less than the Downside Threshold, MSFL will paysignificantly less than the full Principal Amount, if anything, resulting in a loss ofprincipal that is proportionate to the negative Underlying Return. The ContingentAbsolute Return and any contingent repayment of principal apply only if you holdthe Securities to maturity. Any payment on the Securities, including anyrepayment of principal, is subject to our creditworthiness. THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. THE TERMS OF THE SECURITIES MAY NOT OBLIGATE USTO REPAY THE FULL PRINCIPAL AMOUNT OF THE SECURITIES. THE SECURITIES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE UNDERLYING,WHICH CAN RESULT IN A LOSS OF A SIGNIFICANT PORTION OR ALL OF YOUR INVESTMENT AT MATURITY. THIS MARKET RISK IS IN ADDITION TO THECREDIT RISK INHERENT IN PURCHASING OUR DEBT OBLIGATIONS. YOU SHOULD NOT PURCHASE THE SECURITIES IF YOU DO NOT UNDERSTAND ORARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE SECURITIES. THE SECURITIES WILL NOT BE LISTED ON ANYSECURITIES EXCHANGE.YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER ‘‘KEY RISKS’’ BEGINNING ON PAGE 5 OF THIS PRICING SUPPLEMENT IN CONNECTION WITH YOUR PURCHASE OF THE 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 Absolute Return Step Securities linked to the EURO STOXX 50®Index. The Securities are not subject to a predetermined maximum gain and,accordingly, any return at maturity will be determined by the performance of the Underlying. The Securities are offered at a minimum investment of 100 Securities atthe Price to Public listed below. See“Additional Information about Morgan Stanley,MSFL and the Securities”on page 2.TheSecurities will have the terms set forth in the accompanying prospectus, prospectus supplement andindex supplement and this pricing supplement.Neither the Securities and Exchange Commission nor any other regulatory body ha