摩根士丹利美股招股说明书(2025-03-19版)

Cash-Settled Equity-Linked Notes due March 21, 2028Based on the Performance of the Class B Common Stock of Berkshire Hathaway Inc.Fully and Unconditionally Guaranteed by Morgan StanleyThe Cash-Settled Equity-Linked Notes due March 21, 2028Based on the Performance of the Class B Common Stock of Berkshire Hathaway Inc., which we refer to as the notes, are unsecured obligations of Morgan Stanley Finance LLC(“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. At maturity, you will receive for each $1,000stated principal amount of notes that you hold an amount in cash equal to the greater of (1) $1,000 and (2) the cashamount, which will be based on the arithmetic average of the closing price of the class B common stock of BerkshireHathaway Inc. (“BRK.B Stock”) on each of the three averaging dates shortly prior to the maturity date, compared with theexchange price of approximately 110.50% of the share reference price. As the exchange price is significantly higher thanthe share reference price, unless the price of BRK.B Stock has appreciated by more than approximately 10.50% across theaveraging dates, the payment at maturity will equal only $1,000 per note, and you will not receive any positive return onthe stated principal amount of the notes. In addition, we may, in certain circumstances, redeem the notes.The notes arebeing issued at a premium, but the amount of interest payable on the notes and the payment at maturity will becalculated based on the stated principal amount of the notes, which is lower than the issue price, and will not beadjusted based on the issue price. As a result, the return on your investment in the notes will be lower than it wouldhave been if the issue price were equal to the stated principal amount.The notes are for investors who are concernedabout principal risk, but seek a return based on BRK.B Stock and who are willing to purchase the notes at a premium to thestated principal amount, earn interest at a below-market rate and bear the risk of an early redemption of the notes inexchange for the repayment of principal at maturity plus the potential for a cash amount based on the arithmetic averageof the closing price of BRK.B Stock on each of the three averaging dates shortly prior to the maturity date as compared tothe exchange price, which is significantly higher than the share reference price. The notes are notes issued as part ofMSFL’s Series A Global Medium-Term Note Program. All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of yourinvestment. These notes are not secured obligations and you will not have any security interest in, or otherwise haveany access to, any underlying reference asset or assets.•The stated principal amount of each note is $1,000. •The issue price of each note is $1,050.•We will pay interest on the notes at a rate of 1.00% per annum. Interest will be computed on a 30/360 day-count basisand will be paid semi-annually, on September 19, 2025, March 19, 2026, September 21, 2026, March 19, 2027,September 21, 2027 and the maturity date.•At maturity, for each $1,000 stated principal amount of notes that you hold, you will receive the greater of (1) $1,000and (2) the cash amount, which will be based on the performance of BRK.B Stock as described herein. In no eventwill the payment at maturity be less than $1,000 per note.•Unless the price of BRK.B Stock has appreciated by more than approximately 10.50% across the averaging dates,the payment at maturity will equal only $1,000 per note, and you will not receive any positive return on the statedprincipal amount of the notes. Additionally, even if the payment at maturity is equal to the cash amount, thepayment at maturity will reflect only the appreciation of BRK.B Stock in excess of the exchange price, and thatappreciation will be measured in terms of the exchange price, which is significantly greater than the sharereference price. For a detailed description of the payment at maturity, including how the cash amount isdetermined, see “Summary of Pricing Supplement—Payment at maturity” and “Description of Notes—Payment atMaturity.”•The share reference price is $520.9705. The share price for one share of BRK.B Stock on any trading day means theclosing price, as further described below.•The pricing date is March 18, 2025.•The exchange price per share of BRK.B Stock is equal to the share reference price multiplied by the sum of (i) one and(ii) the exchange premium, subject to adjustments to the adjustment factor. The exchange premium is approximately10.50%. The initial exchange price is $575.672. The exchange ratio is, on any day, the result of the division of thestated principal amount by the exchange price in effect on such day.•In connection with certain events that could affect or are related to BRK.B Stock, the extraordinary event paymentfeature will be triggered, in which case, the amount you receive at maturity will not reflect, and you will