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摩根士丹利美股招股说明书(2025-06-26版)

2025-06-25美股招股说明书y***
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摩根士丹利美股招股说明书(2025-06-26版)

due August 1, 2030Based on the Performance of the S&P®U.S. Equity Momentum 40% VT 4% Decrement IndexFully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities ■The securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully andunconditionally guaranteed by Morgan Stanley. The securities have the terms described in theaccompanying product supplement, index supplement and prospectus, as supplemented ormodified by this document. The securities do not provide for the regular payment of interest. ■Contingent coupon.The securities will pay a contingent coupon (as well as any previously unpaidcontingent coupons)but only ifthe closing level of the underlier isgreater than or equal tothecoupon barrier level on the related observation date. However, if the closing level of the underlierisless thanthe coupon barrier level on any observation date, we will pay no interest with respectto the related interest period. ■Automatic early redemption.The securities will be automatically redeemed if the closing level of theunderlier isgreater than or equal tothe call threshold level on any redemption determinationdate for an early redemption payment equal to the stated principal amountplusthe contingentcoupon with respect to the related interest period and any previously unpaid contingent coupons.No further payments will be made on the securities once they have been automatically redeemed. ■Payment at maturity.If the securities have not been automatically redeemed prior to maturity and thefinal level isgreater than or equal tothe buffer level, investors will receive (in addition to thecontingent coupon with respect to the final observation date and any previously unpaid contingentcoupons, if payable) the stated principal amount at maturity. If, however, the final level islessthanthe buffer level, investors will lose 1% for every 1% decline in the level of the underlierbeyond the specified buffer amount. Under these circumstances, the payment at maturity will beless, and may be significantly less, than the stated principal amount of the securities, subject tothe minimum payment at maturity. ■The underlier was developed by S&P®Dow Jones Indices LLC, in coordination with Morgan Stanley,and was established on March 14, 2022. For more information about the underlier, see theinformation set forth in the accompanying index supplement. ■The securities are for investors who are willing to risk their principal and accept the risk of receiving nocoupons over the entire term of the securities in exchange for the buffer feature and theopportunity to earn interest at a potentially above-market rate. You will not participate in anyappreciation of the underlier.Investors in the securities must be willing to accept the risk oflosing a significant portion of their initial investment.The securities are notes issued as partof MSFL’s Series A Global Medium-Term Notes program. ■All payments are subject to our credit risk. If we default on our obligations, you could losesome or all of your investment. These securities are not secured obligations and you willnot have any security interest in, or otherwise have any access to, any underlyingreference asset or assets. Contingent Income Memory Buffered Auto-Callable Securities Principal at Risk Securities Morgan Stanley Finance LLC Contingent Income Memory Buffered Auto-Callable Securities Principal at Risk Securities Observation Dates and Coupon Payment Dates May 3, 2028June 2, 2028July 3, 2028August 2, 2028August 31, 2028October 3, 2028November 2, 2028December 1, 2028January 3, 2029February 1, 2029March 5, 2029April 2, 2029May 3, 2029 April 28, 2028May 30, 2028June 28, 2028July 28, 2028August 28, 2028September 28, 2028October 30, 2028November 28, 2028December 28, 2028January 29, 2029February 28, 2029March 28, 2029April 30, 2029 Contingent Income Memory Buffered Auto-Callable Securities Principal at Risk Securities Estimated Value of the Securities The original issue price of each security is $1,000. This price includes costs associated withissuing, selling, structuring and hedging the securities, which are borne by you, and,consequently, the estimated value of the securities on the pricing date will be less than $1,000.Our estimate of the value of the securities as determined on the pricing date will be within therange specified on the cover hereof and will be set forth on the cover of the final pricingsupplement. What goes into the estimated value on the pricing date? In valuing the securities on the pricing date, we take into account that the securities compriseboth a debt component and a performance-based component linked to the underlier. Theestimated value of the securities is determined using our own pricing and valuation models,market inputs and assumptions relating to the underlier, instruments based on the underlier,volatility and other factors including current and expected interest rates, as well as an interest raterel