摩根士丹利美股招股说明书(2025-07-11版)

ContingentIncome Auto-Callable Securities due July 22, 2030Based on the Performance of the S&P®500 Futures 40% Intraday 4% Decrement VT Index Fully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities The securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by MorganStanley. The securities have the terms described in the accompanying product supplement, index supplement and prospectus, assupplemented or modified by this document. The securities do not guarantee the repayment of principal and do not provide for the regular the coupon barrier level on the related observation date. However, if the closing level of the underlier isless thanthe coupon barrier levelon any observation date, we will pay no interest with respect to the related interest period.Automatic early redemption.The securities will be automatically redeemed if the closing level of the underlier isgreater than or equal to the call threshold level on any redemption determination date for an early redemption payment equal to the stated principal amountplusthecontingent coupon with respect to the related interest period. No further payments will be made on the securities once they have beenautomatically redeemed.Payment at maturity.If the securities have not been automatically redeemed prior to maturity and the final level isgreater than or equaltothe downside threshold level, investors will receive (in addition to the contingent coupon with respect to the final observation date, if 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 the underlier.Investors in the securities must be willing to accept the risk of losing their entire initial underlying reference asset or assets. $1,000 per security (see “Commissions and issue price”below)Aggregate principal amount:$S&P®500 Futures 40% Intraday 4% Decrement VT Index (the “underlying index”)July 17, 2025July 17, 2025 July 22, 2030Terms continued on the following pageMorgan Stanley & Co. LLC (“MS & Co.”), an affiliate of MSFL and a wholly ownedsubsidiary of Morgan Stanley. See “Supplemental information regarding plan of distribution;conflicts of interest.” Price to public(2)Proceeds to usPer security$1,000$$Total$$$ performance-based component linked to the underlier. The estimated value of the securities is determined using our own pricingand valuation models, market inputs and assumptions relating to the underlier, instruments based on the underlier, volatility and Hypothetical ExamplesThe following hypothetical examples illustrate how to determine whether the securities will be automatically redeemed withrespect to a redemption determination date, whether a contingent coupon is payable with respect to an observation date and howto calculate the payment at maturity if the securities have not been automatically redeemed prior to maturity. The followingexamples are for illustrative purposes only. Whether the securities are automatically redeemed prior to maturity will bedetermined by reference to the closing level of the underlier on each redemption determination date. Whether you receive a Hypothetical coupon barrier level: your investment, legal, tax, accounting and other advisers in connection with your investment in the securities.Risks Relating to an Investment in the Securities The securities do not guarantee the return of any principal.The terms of the securities differ from those of ordinary debtsecurities in that they do not guarantee the repayment of any principal. If the securities have not been automaticallyredeemed prior to maturity and the final level isless thanthe downside threshold level, the payout at maturity will be anamount in cash that is significantly less than the stated principal amount of each security, and you will lose an amount ordinary debt securities in that they do not provide for the regular payment of interest. Instead, the securities will pay acontingent coupon on a coupon payment datebut 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 underlier isless thanthe coupon barrier level on any observation date, we will pay no coupon with respect to the applicable interest period. It is possible thatthe closing level of the underlier will remain below the coupon barrier level for extended periods of time or even throughoutthe entire term of the securities so that you will receive few or no contingent coupons. If you do not earn sufficient contingentcoupons over the term of the securities, the overall return on the securities may be less than the amount that would be paidon a conventional debt secur