摩根士丹利美股招股说明书(2025-07-15版)

accompanying product supplement, index supplement and prospectus, as supplemented or modified by this document.The weighting for each basket component is not set at the beginning of the term of the securities. Instead, in measuring the performance of theunderlier as a whole as of the observation date, each basket component will be allocated a weighting based on the relative performance of thebasket components compared to each other. Payment at maturity.At maturity, if the basket performance factor ispositive, investors will receive the stated principal amountplusthe leveragedupside payment. If the basket performance factor iszero or negativebut isgreater than or equal tothe downside trigger percentage, investors will receive only the stated principal amount at maturity. If, however, the basket performance factor isless thanthe downside trigger percentage,investors will lose 1% for every 1% decline in the value of the underlier over the term of the securities.Under these circumstances, the payment atmaturity will be significantly less than the stated principal amount and could be zero. The securities are for investors who seek a return based on the allocated performance of the basket components and who are willing to risk theirprincipal and forgo current income in exchange for the upside leverage feature and the limited protection against loss of principal that applies only toa certain range of negative performance of the underlier over the term of the securities.Investors in the securities must be willing to accept therisk of losing their entire initial investment.The securities are notes issued as part of 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 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 underlyingreference asset or assets. Morgan Stanley Finance LLCMorgan Stanley $1,000 per security (see “Commissions and issue price” below)Aggregate principal amount:$ Basket componentInitial basket component level*S&P 500®Index (the “SPX Index”)EURO STOXX 50®Index (the “SX5E Index”)Tokyo Stock Price Index (the “TPX Index”) Original issue date:August 5, 2025Observation date:July 31, 2030, subject to postponement for non-trading days and certain market disruption eventsAugust 5, 2030Terms continued on the following page Securities” on page 3.Commissions and issue price:Price to publicAgent’s commissions andfees(1)(2)Proceeds to us(3) 61778NNC1US61778NNC10 date. All payments on the securities 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: Stated principal amount:$1,000 per securityHypothetical initial basketcomponent level:With respect to the SPX Index, 100.00*With respect to the SX5E Index, 100.00* *The hypothetical initial basket component level of 100.00 for each basket component has been chosen for illustrative purposes only anddoes not represent the actual initial basket component level of any basket component. Please see “Historical Information” below for historical data regarding the actual basket component closing levels of the basket components.How to calculate the payment at maturity:Example 1: The basket performance factor is positive. SPX Index210 SX5E Index90–10% (worst performance)15%–1.50%TPX Index13030% (second-bestperformance)35%10.50% = 55% + (–1.50%) + 10.50% Payment at maturity per security= $1,000 + ($1,000 × 113.25% × 64%)= $1,724.80In example #1, the basket performance factor is positive. Therefore, investors receive the stated principal amountplustheproduct of (i) $1,000, (ii) the leverage factor and (iii) the basket performance factor. Basket ComponentHypothetical Final Basket SPX Index70–30% (worst performance)15%SX5E Index75–25% (second-best35% SPX IndexSX5E Index proceedings they would not have any priority over and should be treatedpari passuwith the claims of other unsecured,unsubordinated creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities. Risks Relating to the Underlier(s)Because your return on the securities will depend upon the performance of the underlier(s), the securities are Bloomberg Ticker Symbol: SPX Index is intended to provide a benchmark for performance measurement of the large capitalization segment of theU.S. equity markets by tracking the stock price movement of 500 companies with large market capitalizations. The basket indexpublisher with respect to the S&P 500®Index is S&P®Dow Jones Indices LLC, or any successor thereof. Component stocks ofIndex are required to have a total company level market capitalization that reflects approximately the 85th companies as of a particular time as compared to the performance of the common stocks of 500 similar companies during thebase period of