摩根士丹利美股招股说明书(2025-07-10版)

Based on the Worst Performing of the Common Stock of Eli Lilly and Company, the Common Stock ofUnitedHealth Group Incorporatedand the Common Stock of Target CorporationFully and Unconditionally Guaranteed by Morgan Stanley Principal at Risk SecuritiesThe securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The securities have the terms described in the accompanying product supplement and prospectus, as supplemented or modified bythis document. The securities do not guarantee the repayment of principal and do not provide for the regular payment of interest. Contingent coupon.The securities will pay a contingent couponbut only ifthe closing level ofeachunderlier isgreater than or equal toits coupon barrier level on the related observation date. However, if the closing level ofanyunderlier isless thanits coupon barrier level on toits call threshold level on any redemption determination date for an early redemption payment equal to the stated principal amountplusthe contingent coupon with respect to the related interest period. No further payments will be made on the securities once they have been Payment at maturity.If the securities have not been automatically redeemed prior to maturity and the final level ofeachunderlier isgreater than or equal toits downside threshold level, investors will receive (in addition to the contingent coupon with respect to the finalobservation date, if payable) the stated principal amount at maturity. If, however, the final level ofanyunderlier isless thanits downsidethreshold level, investors will lose 1% for every 1% decline in the level of the worst performing underlier over the term of the securities.Under these circumstances, the payment at maturity will be significantly less than the stated principal amount and could be zero. The securities are for investors who seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of losinga significant portion or all of their principal and the risk of receiving no coupons over the entire term of the securities. You will not participatein any appreciation of any underlier.Investors in the securities must be willing to accept the risk of losing their entire initialinvestment based on the performance of any underlier.The securities are notes issued as part of MSFL’s Series A Global Medium-Term All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. Thesesecurities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets. $1,000 per security (see “Commissions and issue price” below)Aggregate principal amount:$Eli Lilly and Company common stock (the “LLY Stock”), UnitedHealth Group Incorporatedcommonstock (the “UNH Stock”) and Target Corporation common stock (the “TGT Stock”). We refer to each ofthe LLY Stock, the UNH Stock and the TGT Stock as an underlying stock. Final observation date:July 10, 2028, subject to postponement for non-trading days and certain market disruption eventsJuly 13, 2028Terms continued on the following pageMorgan Stanley & Co. LLC (“MS & Co.”), an affiliate of MSFL and a wholly owned subsidiary of MorganStanley. See “Supplemental information regarding plan of distribution; conflicts of interest.” Commissions and issue price:Price to publicAgent’s commissions andfees(1)(2)Proceeds to us(3)Per security$1,000$$Total$$$ (3)See “Use of Proceeds and Hedging” in the accompanying product supplement.The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning onThe Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanying LLY Stock Hypothetical ObservationDate #1$75.00 (greaterthan or equalto itscoupon barrier level)$125.00 (greaterthan or equalto itscoupon barrier level)$115.00 (greaterthan or equalto itscoupon barrier level)$25.00 Hypothetical ObservationDate #3$130.00 (greaterthan or equal toitscoupon barrier level)$115.00 (greaterthan or equalto itscoupon barrier level)$125.00 (greaterthan or equal toitscoupon barrier level)amount + the contingent coupon withrespect to the related interest period)For more information, please see “How todetermine whether the securities will beautomatically redeemed with respect to a On hypothetical observation date #2, because the closing level ofat least oneunderlier isless thanits coupon barrier level, nocontingent coupon is paid on the related coupon payment date. On hypothetical observation date #3, the closing level ofeachunderlier isgreater than or equal toits coupon barrier level.Because the closing level ofeachunderlier is alsogreater than or equal toits call threshold level, the securities areautomatically rede