摩根士丹利美股招股说明书(2025-04-25版)

$Morgan Stanley Finance LLCGLOBAL MEDIUM-TERM NOTES, SERIES ASenior Notes Cash-Settled Equity-Linked Notes due April 26, 2030Based on the Performance of an Equally Weighted Basket of Five StocksFully and Unconditionally Guaranteed by Morgan StanleyThe Cash-Settled Equity-Linked Notes due April 26, 2030 Based on the Performance of an Equally Weighted Basket of Five Stocks, which we refer to as the notes, are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and arefully and unconditionally guaranteed by Morgan Stanley. At maturity, you will receive for each $1,000 stated principalamount of notes that you hold an amount in cash equal to the greater of (1) $1,000 and (2) the cash amount, which will bebased on the weighted average of the basket stock cash amount for each basket stock, which, for each basket stock, will bebased on the arithmetic average of the closing price of such basket stock on each of the five averaging dates shortly priorto the maturity date, compared with the exchange price of approximately 104% of the share reference price for such basketstock. For each basket stock, as the exchange price is significantly higher than the share reference price for such basketstock, unless the weighted average price of the basket stocks has appreciated by more than approximately 4% 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.These long-dated notes are for investors who areconcerned about principal risk, but seek a return based on an equally weightedequity stock basket and who are willing topurchase the notes at a premium to the stated principal amount, earn interest at a below-market rate and bear the risk ofan early redemption of the notes in exchange for the repayment of principal at maturity plus the potential for a cashamount based on the weighted average of the basket stock cash amount for each basket stock, which, for each basket stock,will be based on the arithmetic average of the closing price of such basket stock on each of the five averaging dates shortlyprior to the maturity date as compared to the exchange price for such basket stock, which is significantly higher than theshare reference price for such basket stock. The notes are notes issued as part of MSFL’s Series A Global Medium-TermNote Program.The basket is composed of the ordinary shares of ASML Holding N.V. (20% weighting) and the common stocks of the following issuers: Bank of America Corporation (20% weighting), Apple, Inc. (20% weighting), UnitedHealth GroupIncorporated(20% weighting) and ServiceNow, Inc.(20% weighting). We refer to each stock composing the basketindividually as a “basket stock” and, collectively, as the “basket stocks.” Because the basket stocks have differentweightings, the same percentage change in one of the basket stocks could have different effects on the overall performanceof the basket.All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. 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 $1,080.•We will pay interest on the notes at a rate of 0.125% per annum. Interest will be computed on a 30/360 day-countbasis and will be paid semi-annually, on October 28, 2025,April 28, 2026,October 28, 2026,April 28, 2027,October27, 2027,April 26, 2028,October 26, 2028,April 26, 2029, October 26, 2029 and the maturity date; provided that (i)if any scheduled interest payment date is not a business day, we will pay interest on the next business day and (ii) ifthe maturity date is postponed due to a market disruption event or otherwise, we will pay interest with respect to thematurity date on the maturity date as postponed, but, in each case, interest on that payment will not accrue during theperiod from and after the scheduled interest payment 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 the basket stocks as described herein. In no eventwill the payment at maturity be less than $1,000 per note.•Unless the weighted average price of the basket stocks has appreciated by more than approximately 4% a