摩根士丹利美股招股说明书(2025-06-17版)

Mid Index due July 1, 2030Fully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities Investment Description These Trigger GEARS (the “Securities”) are unsecured and unsubordinated debt securities issued by Morgan Stanley Finance LLC (“MSFL”) and fully and unconditionallyguaranteed by Morgan Stanley with returns linked to the performance of the EURO STOXX®Mid Index (the “Underlying”). If the Underlying Return is greater than zero, MSFLwill pay the Principal Amount at maturity plus a return equal to the product of (i) the Principal Amount multiplied by (ii) the Underlying Return multiplied by (iii) the UpsideGearing of between 2.30 and 2.626 (the actual Upside Gearing will be determined on the Trade Date). If the Underlying Return is less than or equal to zero, MSFL will eitherpay the full Principal Amount at maturity, or, if the Final Level is less than the Downside Threshold, MSFL will pay significantly less than the full Principal Amount at maturity, ifanything, resulting in a loss of principal that is proportionate to the negative Underlying Return. These long-dated Securities are for investors who seek an equity index-basedreturn and who are willing to risk a loss on their principal and forgo current income in exchange for the Upside Gearing feature and the contingent repayment of principal, whichapplies only if the Final Level is not less than the Downside Threshold, each as applicable at maturity.Investing in the Securities involves significant risks. You will notreceive interest or dividend payments during the term of the Securities. You may lose a significant portion or all of your Principal Amount. The contingentrepayment of principal applies only if you hold the Securities to maturity. 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 are not securedobligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets. Features Key Dates* ❑Enhanced Growth Potential:If the Underlying Return is greater than zero,the Upside Gearing feature will provide leveraged exposure to the positiveperformance of the Underlying, and MSFL will pay the Principal Amount atmaturity plus pay a return equal to the Underlying Return multiplied by theUpside Gearing. If the Underlying Return is less than zero, investors may beexposed to the negative Underlying Return at maturity.❑Contingent Repayment of Principal at Maturity:If the Underlying Return isequal to or less than zero and the Final Level is not less than the DownsideThreshold, MSFL will pay the Principal Amount at maturity. However, if theFinal Level is less than the Downside Threshold, MSFL will pay less than thefull Principal Amount, if anything, resulting in a significant loss of principal thatis proportionate to the negative Underlying Return. The contingent repaymentof principal applies only if you hold the Securities to maturity. Any payment onthe Securities, including any repayment of principal, is subject to ourcreditworthiness.THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. THE TERMS OF THE SECURITIES MAY NOT OBLIGATE US TO REPAY *Expected.**Subject to postponement in the event of a Market Disruption Event or for non- Index Business Days. See “Postponement of Final Valuation Date and MaturityDate” under “Additional Terms of the Securities.” THE FULL PRINCIPAL AMOUNT OF THE SECURITIES. THE SECURITIES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE UNDERLYING, WHICH CAN RESULTIN A LOSS OF A SIGNIFICANT PORTION OR ALL OF YOUR INVESTMENT AT MATURITY. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT INPURCHASING OUR DEBT OBLIGATIONS.YOU SHOULD NOT PURCHASE THE SECURITIES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THESIGNIFICANT RISKS INVOLVED IN INVESTING IN THE SECURITIES. THE SECURITIES WILL NOT BE LISTED ON ANY SECURITIES EXCHANGE.YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER ‘‘KEY RISKS’’ BEGINNING ON PAGE 5 OF THIS PRELIMINARY PRICING SUPPLEMENTBEFORE PURCHASING ANY SECURITIES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECTTHE MARKET VALUE OF, AND THE RETURN ON, YOUR SECURITIES. Security OfferingWe are offering Trigger GEARS linked to the EURO STOXX® Mid Index. The Securities are not subject to a predetermined maximum gain and, accordingly, any return atmaturity will be determined by the performance of the Underlying. The Securities are offered at a minimum investment of 100 Securities at the Price to Public listed below. Theindicative Upside Gearing range for the Securities is listed below. The actual Upside Gearing, Initial Level and Downside Threshold will be determined on the Trade Date.UnderlyingInitial LevelUpside GearingDownside ThresholdCUSIPISIN Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of