摩根士丹利美股招股说明书(2025-05-19版)

Linked to the S&P 500®Index due May 18, 2028Fully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities Investment DescriptionThese Buffer Autocallable GEARS (the “Securities”) are unsecured and unsubordinated debt securities issued by Morgan Stanley Finance LLC (“MSFL”) and fully and unconditionallyguaranteed by Morgan Stanley with returns linked to the performance of the S&P 500® Index (the “Underlying”). If the closing level of the Underlying on the Observation Date (the“Observation Date Closing Level”) is greater than or equal to the Autocall Barrier, MSFL will automatically call the Securities and pay the principal amount of the Securities plus the CallReturn. No further payments will be made on the Securities once they have been called, and the investor will not participate in any appreciation of the Underlying if the Securities arecalled early. If the Securities are not called prior to maturity and the Underlying Return is greater than zero, MSFL will pay the Principal Amount at maturity plus a return equal to theproduct of (i) the Principal Amount multiplied by (ii) the Underlying Return multiplied by (iii) the Upside Gearing of 1.20. If the Underlying Return is equal to or less than zero but the FinalLevel is greater than or equal to the Downside Threshold (90% of the Initial Level), MSFL will repay the full Principal Amount at maturity. However, if the Underlying Return is less thanzero and the Final Level is less than the Downside Threshold, MSFL will pay less than the full Principal Amount at maturity, resulting in a loss of principal to investors of 1% for every 1%decline beyond the Buffer of 10%. The Securities are for investors who seek an equity index-based return and who are willing to risk a loss on their Principal Amount and forgo currentincome in exchange for the possibility of receiving the Call Return if the Underlying closes at or above the Autocall Barrier on the Observation Date, and the enhanced growth potentialand the 10% Buffer features, which apply only if the Securities have not been called, each as applicable at maturity.Investing in the Securities involves significant risks. You will notreceive interest or dividend payments during the term of the Securities. The Issuer will not automatically call the Securities following the Observation Date if the ObservationDate Closing Level of the Underlying is below the Autocall Barrier. You may lose up to 90% of your Principal Amount at maturity if the Securities are not called prior to Features❑Automatically Callable:MSFL will automatically call the Securities and pay you the principal amount plus the Call Return if the Observation Date Closing Level of the Underlying on the Observation Date is greater than or equal to the Autocall Barrier. If the Securities are called following the ObservationDate, no further payments will be made on the Securities and the investor will not participate in any Return is greater than zero, the Upside Gearing feature will provide leveraged exposure to thepositive performance of the Underlying, and MSFL will pay the Principal Amount at maturity plus pay areturn equal to the Underlying Return multiplied by the Upside Gearing. If the Underlying Return isnegative, investors may be exposed to the negative Underlying Return at maturity. Underlying Return is equal to or less than zero but the Final Level is greater than or equal to theDownside Threshold, MSFL will pay the Principal Amount at maturity. However, if the Final Level isless than the Downside Threshold, MSFL will pay less than the full Principal Amount at maturity,resulting in a loss of principal to investors that is equal to the Underlying's decline in excess of theBuffer of 10%. Accordingly, you could lose up to 90% of your Principal Amount. The DownsideThreshold is observed relative to the Final Level only on the Final Valuation Date, and the downsideexposure is buffered only if you hold the Securities to maturity. Accordingly, you may receive 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 MAY HAVE DOWNSIDE MARKET RISK SIMILAR TO THE UNDERLYING, SUBJECT TO THE BUFFER AT MATURITY.THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING OUR DEBT OBLIGATIONS.YOU SHOULD NOT PURCHASE THE SECURITIES IF YOU ON ANY SECURITIES EXCHANGE.YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER ‘‘KEY RISKS’’ BEGINNING ON PAGE 6 OF THIS PRICING SUPPLEMENT IN CONNECTION WITH YOURPURCHASE OF THE SECURITIES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUEOF, AND THE RETURN ON, YOUR SECURITIES. YOU COULD LOSE UP TO 90% OF YOUR INITIAL INVESTMENT. *If the Securities are called, the Call Price will be a fixed amount based on the Call Return. See “Observation Date, Call Settlement Date, Call Return and Call Pric