摩根士丹利美股招股说明书(2025-06-03版)

Morgan Stanley Finance LLC STRUCTURED INVESTMENTS Market-Linked Notes due June 2, 2028 Based on the Performance of the Dow Jones Industrial Average Fully and Unconditionally Guaranteed by Morgan Stanley The notes are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteedby Morgan Stanley. The notes will pay no interest and have the terms described in the accompanying product supplement, index supplement and prospectus, as supplemented or modified by this document.Payment at maturity.At maturity, if the final level isgreater thanthe initial level, investors will receive the stated principalamountplusthe upside payment, subject to the maximum payment at maturity. If, however, the final level isequal to or lessthanthe initial level, investors will receive only the stated principal amount at maturity. ￭The notes are for investors who are concerned about principal risk but seek a return based on the performance of theunderlier, and who are willing to forgo current income and returns above the maximum payment at maturity inexchange for the repayment of principal at maturity and the potential to receive a positive return.The notes are notesissued as part of MSFL’s Series A Global Medium-Term Notes program.The securities offered hereby constitute afurther issuance of, and will be consolidated with, the securities issued with the same terms as those offered hereby onMay 27, 2025 (the “existing securities”) and will form a single tranche with those existing securities. The securitiesoffered hereby will have the same CUSIP and ISIN as the existing securities and will trade, if at all, interchangeably All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of yourinvestment. These notes are not secured obligations and you will not have any security interest in, or otherwisehave any access to, any underlying reference asset or assets. The notes are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency orinstrumentality, nor are they obligations of, or guaranteed by, a bank.You should read this document together with the related product supplement, index supplement and prospectus, each of which can be accessed via the hyperlinks below. When you read the accompanying index supplement, please note that all references in such supplement to the prospectus datedNovember 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sectionsof such prospectus, as applicable. Please also see “Additional Terms of the Notes” and “Additional Information About the Notes” at the end of this Market-Linked Notes Estimated Value of the Notes The original issue price of each note is $1,000. This price includes costs associated with issuing, selling, structuring and hedgingthe notes, which are borne by you, and, consequently, the estimated value of the notes on the pricing date is less than $1,000. What goes into the estimated value on the pricing date? In valuing the notes on the pricing date, we take into account that the notes comprise both a debt component and a performance-based component linked to the underlier. The estimated value of the notes is determined using our own pricing and valuationmodels, market inputs and assumptions relating to the underlier, instruments based on the underlier, volatility and other factors What determines the economic terms of the notes? In determining the economic terms of the notes, we use an internal funding rate, which is likely to be lower than our secondarymarket credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were What is the relationship between the estimated value on the pricing date and the secondary market price of the notes? The price at which MS & Co. purchases the notes in the secondary market, absent changes in market conditions, including thoserelated to the underlier, may vary from, and be lower than, the estimated value on the pricing date, because the secondarymarket price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would chargein a secondary market transaction of this type and other factors. However, because the costs associated with issuing, selling,structuring and hedging the notes are not fully deducted upon issuance, to the extent that MS & Co. may buy or sell the notes in MS & Co. may, but is not obligated to, make a market in the notes, and, if it once chooses to make a market, may cease doing soat any time. Hypothetical Examples Hypothetical PayoffDiagram The payoff diagram below illustrates the payment at maturity for a range of hypothetical performances of the underlier over theterm of the notes, based on the following terms: Stated principal amount:$1,000 per noteParticipation rat