摩根士丹利美股招股说明书(2025-06-04版)

Linked to a Basket of International IndicesdueMay 20, 2030Fully and Unconditionally Guaranteed by Morgan Stanley Investment Description These Market-Linked Notes (the “Notes”) are unsecured and unsubordinated debt securities issued by Morgan Stanley Finance LLC(“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The Notes provide a return at maturity linked to theperformance of a weighted basket of international indices (the “Basket”), consisting of the EURO STOXX 50® Average, the FTSE®100 Index, the Swiss Market Index®and the S&P®/ASX 200 Index, each of which we refer to as an “Underlier.” If theBasket Return is positive over the term of the Notes, MSFL will pay you at maturity the principal amount plus a return equal to theproduct of (i) the principal amount multiplied by (ii) the Basket Return multiplied by (iii) the Participation Rate, which is 130%. If theBasket Return is zero or negative over the term of the Notes, MSFL will pay you at maturity only your principal amount. These long-datedNotes are for investors who are concerned about principal risk but seek an equity basket-based return and who are willing to forgocurrent income in exchange for the repayment of principal at maturity plus the potential to receive an enhanced return based on the Notes program.All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment.These Notes are not secured obligations and you will not have any security interest in, or otherwise have any access to, any Features ❑NoDownside Market Exposure at Maturity —If you hold theNotes to maturity, MSFL will pay you at least your full principal amount, regardless of the performance of the Basket. Anypayment on the Notes, including any repayment of principal, issubject to our creditworthiness.*Subjectto postponement in the event of a Market Disruption Eventor for non-Index Business Days. See “—Description of Equity-Linked Notes—Market Disruption Event” in the accompanyingproduct supplement and “Postponement of Maturity Date” under “Additional Terms of the Notes” below.NOTICE TO INVESTORS: YOU MAY RECEIVE ONLY YOUR PRINCIPAL AMOUNT AT MATURITY AND YOU MAY NOT RECEIVE ANY RETURN ON THE NOTES. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING A DEBT OBLIGATION OF OURS. YOUSHOULD NOT PURCHASE THE NOTES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVEDIN INVESTING IN THE NOTES. THE NOTES WILL NOT BE LISTED ON ANY SECURITIES EXCHANGE.YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER ‘‘KEY RISKS’’ BEGINNING ON PAGE 5 OF THIS PRICING SUPPLEMENTIN CONNECTION WITH YOUR PURCHASE OF THE NOTES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS ANDUNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE RETURN ON, YOUR NOTES. Note OfferingThis pricing supplement relates to Market-Linked Notes Linked to a Basket of International Indices. The Notes are offered at a minimuminvestment of $1,000, or 1 Note, and integral multiples of $1,000 in excess thereof. the accompanying product supplement, index supplement and prospectus and this pricing supplement.Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these Notes or passed upon the adequacy or accuracy of this pricing supplement or the accompanying product supplement, index supplement and prospectus. Any representation to the contrary is a criminal offense. The Notes are not depositsor savings accounts and are not insured by theFederal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor are they obligations of, or guaranteedby, a bank. UBS Financial MorganStanley Services Inc. Additional Information about Morgan Stanley, MSFL and the Notes Morgan Stanley and MSFL have filed a registration statement (including a prospectus, as supplemented by a product supplementand an index supplement) with the SEC for the offering to which this communication relates. In connection with your investment,you should read the prospectus in that registration statement, the product supplement, the index supplement and any otherdocuments relating to this offering that Morgan Stanley and MSFL have filed with the SEC for more complete information aboutMorgan Stanley, MSFL and this offering. When you read the accompanying product supplement and index supplement, pleasenote that all references in such supplements to the prospectus dated November 16, 2023, or to any sections therein, should refer You may access the accompanying product supplement, index supplement and prospectus on the SEC website at.www.sec. gov ♦Product supplement dated November 16, 2023:https://www.sec.gov/Archives/edgar/data/895421/000095010323016337/dp202677_424b2-epselnotes.htm♦Index supplement dated November 16, 2023:https://www.sec.gov/Archives/edgar/data/895421/000095010323016332/dp202718_424b2-isn2023.htm♦Prospectus dated April