摩根士丹利美股招股说明书(2025-06-03版)

Filed pursuant to Rule 424(b)(2)Morgan Stanley Finance LLC Based on the Performance of the Dow Jones Industrial AverageSMFully 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 less thanthe initial level, investors will receive only the stated principal amount at maturity. exchange 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 securities 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.FINAL TERMS Morgan StanleyStated principal amount:$1,000 pernote$1,000 per note (see “Commissions and issue price”below)Aggregate principal$622,000. The original issuance of the securities equaled $777,000; accordingly, thetotal aggregate principal amount of securities offered hereby and the existing securitieswill equal $1,399,000. existing securities:Observation date:May 30, 2028, subject to postponement for non-trading days and certain marketdisruption events Page2 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 rate:100%Maximum payment at maturity:$1,215 per note (121.50% of the stated principal amount) investment, legal, tax, accounting and other advisers in connection with your investment in the notes.Risks Relating to an Investment in theNotes The notes may not pay more than the stated principal amount at maturity.If the final level isequal to or less thanthe initial level, you will receive only the stated principal amount at maturity, and you will not receive a positive return on yourinvestment. level, you will not receive a positive return on your investment, and therefore the overall return on the notes (the effectiveyield to maturity) will be less than the amount that would be paid on an ordinary debt security. Accordingly, the return of onlythe stated principal amount at maturity will not compensate you for the effects of inflation and other factors relating to thevalue of money over time. independent assets available for distributions to holders of MSFL securities if they make claims in respect of such securitiesin a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to thoseavailable under the related guarantee by Morgan Stanley and that guarantee will rankpari passuwith all other unsecured,unsubordinated obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley andits assets under the guarantee. Holders of securities issued by MSFL should accordingly assume that in any suchproceedings they would not have any priority over and should be treatedpari passuwith the claims of other unsecured, Adjustments to an underlying index could adversely affect the value of the notes. Risks Relating to Conflicts of InterestIn engaging in certain activities described below and as discussed in more detail in the accompanying product supplement, ouraffiliates may take actions that may adversely affect the value of and your return on the notes, and in so doing they will have noobligation to consider your interests as an investor in the notes. with respect to the notes.As calculation agent, MS & Co. will make any determinations necessary to calculate anypayment(s) on the notes. Moreover, certain determinations made by MS & Co., in its capacity as calculation agent, mayrequire it to exercise discretion and make subjective judgments, which may adversely affect your return on the notes. In addition, MS & Co. has determined the estimated value of the notes on the pricing date.Hedging and trading activity by our affiliates could potentially adversely affect the value of the notes. Page7 Historical Information Dow Jones Industrial AverageSMOverview Bloomberg Ticker