摩根士丹利美股招股说明书(2025-03-20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, areunsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully andunconditionally 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 cash amount, which will be based on the arithmetic average of the closingprice of the class B common stock of Berkshire Hathaway Inc. (“BRK.B Stock”) on each ofthe three averaging dates shortly prior to the maturity date, compared with the exchangeprice of approximately 110.50% of the share reference price. As the exchange price issignificantly higher than the share reference price, unless the price of BRK.B Stock hasappreciated by more than approximately 10.50% across the averaging dates, the payment atmaturity will equal only $1,000 per note, and you will not receive any positive return on thestated principal amount of the notes. In addition, we may, in certain circumstances, redeemthe notes.The notes are being issued at a premium, but the amount of interest payable onthe notes and the payment at maturity will be calculated based on the stated principalamount of the notes, which is lower than the issue price, and will not be adjusted based onthe issue price. As a result, the return on your investment in the notes will be lower than itwould have been if the issue price were equal to the stated principal amount.The notes arefor investors who are concerned about principal risk, but seek a return based on BRK.BStock and who are willing to purchase the notes at a premium to the stated 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 amountbased on the arithmetic average of the closing price of BRK.B Stock on each of the threeaveraging dates shortly prior to the maturity date as compared to the exchange price, whichis 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 losesome or all of your investment. These notes are not secured obligations and you will nothave any security interest in, or otherwise have any access to, any underlying referenceasset 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 computedon a 30/360 day-count basis and will be paid semi-annually, on September 19, 2025,March 19, 2026, September 21, 2026, March 19, 2027, September 21, 2027 and thematurity date.•At maturity, for each $1,000 stated principal amount of notes that you hold, you willreceive the greater of (1) $1,000 and (2) the cash amount, which will be based on theperformance of BRK.B Stock as described herein. In no event will the payment atmaturity 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 stated principal amount of the notes.Additionally, even if the payment at maturity is equal to the cash amount, the paymentat maturity will reflect only the appreciation of BRK.B Stock in excess of the exchangeprice, and that appreciation will be measured in terms of the exchange price, which issignificantly greater than the share reference price. For a detailed description of thepayment at maturity, including how the cash amount is determined, see “Summary ofPricing 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 onany trading day means the closing 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 pricemultiplied by the sum of (i) one and (ii) the exchange premium, subject to adjustments tothe adjustment factor. The exchange premium is approximately 10.50%. The initialexchange price is $575.672. The exchange ratio is, on any day, the result of the divisionof the stated 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, theextraordinary event payment feature will be triggered, in which case, the amount youreceive at maturity will not reflect, and you will not partici