摩根士丹利美股招股说明书(2025-07-16版)

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 unconditionallyguaranteed by Morgan Stanley. The securities have the terms described in the accompanying product supplement, indexsupplement and prospectus, as supplemented or modified by this document. The securities do not guarantee the repayment Automatic early redemption.The securities will be automatically redeemed if the closing level of the underlier isgreaterthan or equal tothe call threshold level on the first determination date for the early redemption payment. No furtherpayments 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 the final level isgreaterthanthe initial level, investors will receive the stated principal amountplusthe upside payment. If the final level isequal toor less thanthe initial level but isgreater than or equal tothe downside threshold level, investors will receive only thestated principal amount at maturity. If, however, the final level isless thanthe downside threshold level, investors will lose of receiving an early redemption payment or payment at maturity that exceeds the stated principal amount.Investors in thesecurities must be willing to accept the risk 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 Morgan Stanley Finance LLCMorgan StanleyStated principal amount:$1,000 per security$1,000 per security (see “Commissions and issue price”below)Aggregate principal amount:$ Original issue date:July 28, 2025Final determination date:July 23, 2031, subject to postponement for non-trading days and certain market disruption eventsJuly 28, 2031Terms continued on the following page the Securities” on page 3.Commissions and issuePrice to publicAgent’s commissions and fees(1)(2)Proceeds to us(3) redeemed prior to maturity. The following examples are for illustrative purposes only. Whether the securities are automaticallyredeemed prior to maturity will be determined by reference to the closing level of the underlier on the first determination date. Thepayment at maturity will be determined by reference to the closing level of the underlier on the final determination date. The actual initial level, call threshold level and downside threshold level will be determined on the strike date. All payments on thesecurities are subject to our credit risk. The numbers in the hypothetical examples below may have been rounded for ease ofanalysis. The below examples are based on the following terms:Stated principal amount:$1,000 per security Hypothetical downside threshold70.00, which is 70% of the hypothetical initial level Early redemption payment:$1,150.50 per securityParticipation rate:250%*The hypothetical initial level of 100.00 for the underlier has been chosen for illustrative purposes only and does not represent the actualinitial level of the underlier. Please see “Historical Information” below for historical data regarding the actual closing levels of the Closing Level of the Underlier on the First Determination Date 60.00 (less thanthe call threshold level)N/A130.00 (greater than or equal tothe call threshold level)$1,150.50 In example #2, because the closing level of the underlier isgreater than or equal tothe call threshold level on the firstdetermination date, the securities are automatically redeemed on the early redemption date for the early redemption payment. been automatically redeemed.If the closing level of the underlier is less than the call threshold level on the first determination date, the securities willnot be automatically redeemed prior to maturity. 120.00 (greater thanthe initial level)stated principal amount + upside payment =stated principal amount + (stated principal amount ×participation rate × underlier percent change) =$1,000 + ($1,000 × 250%× 20%) =$1,500 subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will have noindependent assets available for distributions to holders of MSFL securities if they make claims in respect of such securitiesin a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those unsubordinated obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley andits assets under the guarantee. Holders of securities issued by MSFL should accordingly assume that in any suchproceedings they would not have any priority over and should be treatedpari passuwith the claims of other unsecured, in the secondary market (if any exists) at any time. The value of your securities at any tim