摩根士丹利美股招股说明书(2025-07-17版)

guaranteed by Morgan Stanley. The securities have the terms described in the accompanying product supplement andprospectus, as supplemented or modified by this document. The securities do not guarantee the repayment of principal and 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 isgreaterthan or equal tothe downside threshold level, investors will receive a fixed positive return at maturity. If, however, the final level isless thanthe downside threshold level, investors will lose 1% for every 1% decline in the level of the underlier overthe term of the securities.Under these circumstances, the payment at maturity will be significantly less than thestated principal amount and could be zero.The securities are for investors who are willing to risk their principal and forgo current income in exchange for the possibilityof receiving an early redemption payment or payment at maturity that exceeds the stated principal amount. You will not All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of yourinvestment. These securities are not secured obligations and you will not have any security interest in, orotherwise have any access to, any underlying reference asset or assets. Morgan StanleyStated principal amount:$1,000 per security$1,000 per security (see “Commissions and issue price”below)Aggregate principal amount:$ Final determination date:July 19, 2027, subject to postponement for non-trading days and certain market disruptioneventsJuly 22, 2027Terms continued on the following page of the Securities” on page 3.Commissions and issuePrice to publicAgent’s commissions andfees(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: Hypothetical downside threshold$90.00, which is 90% of the hypothetical initial level Early redemption payment:$1,325 per securityNo further payments will be made on the securities once they have been automatically redeemed.Payment at maturity (if the finallevel is greater than or equal to$1,635.80 per security How to determine whether the securities will be automatically redeemed with respect to the firstdetermination date: Closing Level of the Underlier on the First Determination DateEarly Redemption Payment In example #1, because the closing level of the underlier isless thanthe call threshold level on the first determination date, the 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. Nofurther payments are made on the securities once they have 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. 180.00 (greater than or equal tothe downside thresholdlevel)$1,635.8030.00 (less thanthe downside threshold level)$1,000 × performance factor = $1,000 × (30.00 / 100.00) =$300.00 As a finance subsidiary, MSFL has no independent operations and will have no independent assets.As a financesubsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will have no in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to thoseavailable under the related guarantee by Morgan Stanley and that guarantee will rankpari passuwith all other unsecured,unsubordinated obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and However, because the costs associated with issuing, selling, structuring and hedging the securities are not fully deductedupon issuance, to the extent that MS & Co. may buy or sell the securities in the secondary market during the amortizationperiod specified herein, absent changes in market c