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摩根士丹利美股招股说明书(2025-05-22版)

2025-05-22 美股招股说明书 王英杰
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Pricing Supplement No. 3,004Registration Statement Nos. 333-275587; 333-275587-01Dated July 25, 2024 MorganStanleyFinanceLLC STRUCTURED INVESTMENTS Opportunities in U.S. Equities LookbackEntry Trigger PLUS Based on the Value of the S&P 500®Futures Excess Return Indexdue July 30, 2029 Lookback Entry Fully and Unconditionally Guaranteed by Morgan Stanley Trigger Performance Leveraged Upside SecuritiesPrincipal at Risk Securities The Lookback Entry Trigger PLUS, which we refer to as the Trigger PLUS, are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The Trigger PLUS will pay no interest, do not guarantee any return of principal at maturity and have the termsdescribed in the accompanying product supplement for PLUS, index supplement and prospectus, as supplemented or modified by this document. The payment atmaturity on the Trigger PLUS is based on whether the final index value is greater than, equal to or less than the initial index value, which is the lowest index closingvalue of the S&P 500®Futures Excess Return Index during the initial observation period. At maturity, if the underlying index hasappreciatedin value from the initial index value determined during the initial observation period, investors will receive the stated principal amount of their investment plus leveraged upside performanceof the underlying index. If the final index value isless thanthe initial index value determined during the initial observation period but the final index value isgreaterthan or equal tothe trigger level, investors will receive the stated principal amount of their investment. However, if the underlying index hasdepreciatedin value sothat the final index value is less than the trigger level, investors will lose a significant portion or all of their investment, resulting in a 1% loss for every 1% decline in theindex value over the term of the Trigger PLUS. Under these circumstances, the payment at maturity will be less than 70% of the stated principal amount and could bezero. Accordingly, you may lose your entire investment. These long-dated Trigger PLUS are for investors who seek an equity index-based return and who are willingto risk their principal and forgo current income in exchange for the lookback feature used in determining the initial index value, the upside leverage feature and thelimited protection against loss but only if the final index value is greater than or equal to the trigger level.Investors may lose their entire initial investment in the Mercantile Exchange (the “CME”). The futures contract references the S&P 500®Index (the “reference index”). For more information about the S&P 500®the accompanying index supplement. For more information about the underlying index, see “Annex A — S&P 500® All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. These Trigger PLUS are notsecured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets.FINAL TERMS Issuer:Morgan Stanley Finance LLCGuarantor:Morgan StanleyMaturity date:July 30, 2029Underlying index:S&P 500®Futures Excess Return IndexAggregate principal amount:$474,000Payment at maturity:If the final index value isgreater thanthe initial index value: $1,000 + leveraged upside payment If the final index value isless than or equal tothe initial index value but isgreater than or equal tothe trigger level:$1,000If the final index value isless thanthe trigger level: $1,000 × index performance factorUnder these circumstances, the payment at maturity will be less than the stated principal amount of $1,000 and will Original issue date:July 30, 2024 (3 business days after the pricing date)CUSIP / ISIN:61776MZR9 / US61776MZR95Listing:TheTriggerPLUS will not be listed on any securities exchange.Agent:Morgan Stanley & Co. LLC (“MS & Co.”), an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley. See“Supplemental information regarding plan of distribution; conflicts of interest.”Estimated value on the pricing date:$984.00 per Trigger PLUS. See “Investment Summary” beginning on page 2.Commissions and issue price:(1)(2)(3) (1)The Trigger PLUS will be sold only to investors purchasing the Trigger PLUS in fee-based advisory accounts.(2)MS & Co. expects to sell all of the Trigger PLUS that it purchases from us to an unaffiliated dealer at a price of $997.50 per Trigger PLUS, for further sale to certain fee- $6.25 for each Trigger PLUS from the agent or its affiliates. MS & Co. will not receive a sales commission with respect to the Trigger PLUS. See “Supplemental informationregarding plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement forPLUS.(3)See “Use of proceeds and hedging” on page 14. The Trigger PLUS involve