摩根士丹利美股招股说明书(2025-07-14版)

Tesla, Inc. and the Common Stock of Marvell Technology, Inc.Fully and Unconditionally Guaranteed by Morgan Stanley The notes are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by MorganStanley. The notes have the terms described in the accompanying product supplement and prospectus, as supplemented or modified by level ofeachunderlier isgreater than or equal toits coupon barrier level, the notes will pay the higher coupon (as well as any previouslyunpaid conditional coupons), at the annual rate specified herein, with respect to the related interest period. However, if the closing level of anyunderlier isless thanits coupon barrier level on any observation date, the notes will pay only the lower coupon, at the annual ratespecified herein, with respect to the related interest period.Automatic early redemption.The notes will be automatically redeemed if the closing level ofeachunderlier isgreater than or equal toitscall threshold level on any redemption determination date for an early redemption payment equal to the stated principal amountplusthehigher coupon with respect to the related interest period and any previously unpaid conditional coupons. No further payments will be madeon the notes once they have been automatically redeemed. Payment at maturity.If the notes have not been automatically redeemed prior to maturity, investors will receive (in addition to theapplicable variable coupon with respect to the final interest period and any previously unpaid conditional coupons, if payable) the statedprincipal amount at maturity. the notes, regardless of the performance of the other underliers.The notes are for investors who are concerned about principal risk and who seek the repayment of principal and an opportunity to earninterest at a potentially above-market rate in exchange for the risk of receiving no higher coupons over the entire term of the notes. You willnot participate in any appreciation of any underlier.The notes are notes issued as part of MSFL’s Series A Global Medium-Term Notes Morgan Stanley Finance LLC Morgan StanleyStated principal amount:$1,000 pernote Palantir Technologies Inc. class A common stock (the “PLTR Stock”), lululemon athletica inc. commonstock (the “LULU Stock”), Affirm Holdings, Inc. class A common stock (the “AFRM Stock”), Tesla, Inc.common stock (the “TSLA Stock”) and Marvell Technology, Inc. common stock (the “MRVL Stock”). Werefer to each of the PLTR Stock, the LULU Stock, the AFRM Stock, the TSLA Stock and the MRVL July 29, 2025July 29, 2025Original issue date:July 31, 2025 Terms 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.”Estimated value on the pricingApproximately $948.60 per note, or within $55.00 of that estimate. See “Estimated Value of the Notes” Total$$$(1)Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $for each note they sell. See “Supplemental informationregarding plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement. Payment at maturity per note: Variable Income Memory Auto-Callable Notes Variable Income Memory Auto-Callable NotesHypothetical ExamplesThe following hypothetical examples illustrate how to determine whether the notes will be automatically redeemed with respect toa redemption determination date and whether the lower coupon or the higher coupon is payable with respect to an observationdate. The following examples are for illustrative purposes only. Whether the notes are automatically redeemed prior to maturitywill be determined by reference to the closing level of each underlier on each redemption determination date. Whether youreceive the lower coupon or the higher coupon will be determined by reference to the closing level of each underlier on eachobservation date. The actual initial level, call threshold level and coupon barrier level for each underlier will be determined on thestrike date. All payments on the notes are subject to our credit risk. The numbers in the hypothetical examples below may havebeen rounded for ease of analysis. The below examples are based on the following terms: Variable Income Memory Auto-Callable Notes How to determine whether the notes will be automatically redeemed with respect to a redemptiondetermination date: Variable Income Memory Auto-Callable Notes How to determine whether the lower coupon or the higher coupon (and any previously unpaid conditionalcoupons) is payable with respect to an observation date (if the notes have not been previously PLTR StockLULU StockAFRM StockTSLA StockMRVL StockHypothetical$80.00(greater than$125.00(greater than$117.00 (greater$115.00(greater than