摩根士丹利美股招股说明书(2025-06-02版)

the interest rate and frequency specified below.All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. These securities arenot secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or SUMMARY TERMS Morgan Stanley Finance LLCMorgan StanleyAggregate principal amount:$. May be increased prior to the original issue date but we are not required to do so. June , 2025Original issue date:June 18, 2025(business days after the pricing date)June 17, 2055Interest accrual date:June 18, 2025 Risk Factors prospectus. Investors should consult their financial and legal advisers as to the risks entailed by an investment in thenotes and the suitability of the notes in light of their particular circumstances. Risks Relating to an Investment in the NotesThe notes have early redemption risk.Any early redemption, in whole but not in part, will occur on a redemption such redemption date, based on the inputs indicated in the call feature terms, indicates that redeeming on such dateis economically rational for us as compared to not redeeming on such date. In accordance with the risk neutralvaluation model determination noted herein, it is more likely that the issuer will redeem the notes prior to their statedmaturity date to the extent that the interest payable on the notes is greater than the interest that would be payable onother instruments of the issuer of a comparable maturity, of comparable terms and of a comparable credit ratingtrading in the market. If the notes areredeemedprior to their stated maturity date, you will receive no further interestpaymentson the redeemed notes and may have to re-invest the proceeds in a lower interest rate environment.Investors are subject to our credit risk, and any actual or anticipated changes to our credit ratings or creditspreads may adversely affect the market value of the notes.Investors are dependent on our ability to pay allamounts due on the notes on interest payment dates, on any redemption date and at maturity and therefore investorsare subject to our credit risk and to changes in the market’s view of our creditworthiness. If we default on ourobligations under the notes, your investment would be at risk and you could lose some or all of your investment. As a Stanley-issued securities.The price at which the notes may be sold prior to maturity will depend on a number of factors and may besubstantially less than the amount for which they were originally purchased.Some of these factors include, butare not limited to: (i) actual or anticipated changes in interest and yield rates, (ii) any actual or anticipated changes in the notes is expected to decrease and you may receive substantially less than 100% of the issue price if you are ableto sell your notes prior to maturity. The rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower thanthe rate implied by our secondary market credit spreads and advantageous to us. Both the lower rate and theinclusion of costs associated with issuing, selling, structuring and hedging the notes in the original issueprice reduce the economic terms of the notes, cause the estimated value of the notes to be less than theoriginal issue price and will adversely affect secondary market prices.Assuming no change in market Fixed Rate Callable Notes any dealer would charge in a secondary market transaction of this type, the costs of unwinding the related hedging The inclusion of the costs of issuing, selling, structuring and hedging the notes in the original issue price and thelower rate we are willing to pay as issuer make the economic terms of the notes less favorable to you than theyotherwise would be.The estimated value of the notes is determined by reference to our pricing and valuation models, which maydiffer from those of other dealers and is not a maximum or minimum secondary market price.These pricing generated by others, including other dealers in the market, if they attempted to value the notes. In addition, theestimated value on the pricing date does not represent a minimum or maximum price at which dealers, including MS& Co., would be willing to purchase your notes in the secondary market (if any exists) at any time. The value of yournotes at any time after the date of this pricing supplement will vary based on many factors that cannot be predicted The notes will not be listed on any securities exchange and secondary trading may be limited.The notes will Use of Proceeds and Hedging notes, our hedging counterparty will reimburse the cost of the Agent’s commissions. The costs of the notes borne by youand described on page 2 above comprise the Agent’s commissions and the cost of issuing, structuring and hedging the Supplemental Information Concerning Plan of Distribution; Conflicts of Interest agent, Morgan Stanley & Co. LLC, a fixed sales co