摩根士丹利美股招股说明书(2025-07-18版)

Based on the Worst Performing of the Russell 2000®Index, the S&P 500® 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 will pay no interest, do not guarantee any return of principal at maturity and have the terms described in the Payment at maturity.At maturity, if the final level ofeachunderlier isgreater than or equal toits initial level, investors will receive thestated principal amountplusthegreater of(i) an amount in cash based on the underlier percent change of the worst performing underlierand (ii) the upside payment specified herein. If the final level ofanyunderlier isless thanits initial level but the final level ofeachunderlierisgreater than or equal toits downside threshold level, investors will receive at maturity the stated principal amountplusa positive returnequal to (i) the absolute value of the percentage decline in the level of the worst performing underliermultipliedby (ii) the absolute returnparticipation rate. If, however, the final level ofanyunderlier isless thanits downside threshold level, investors will lose 1% for every 1%decline in the level of the worst performing underlier over the term of the securities.Under these circumstances, the payment at maturitywill be significantly less than the stated principal amount and could be zero. The value of the securities is based on the worst performing underlier.The fact that the securities are linked to more than oneunderlier does not provide any asset diversification benefits and instead means that a decline in the level of any underlier beyond itsdownside threshold level will adversely affect your return on the securities, even if the other underliers have appreciated or have notdeclined as much. the limited protection against loss of principal, each of which applies only to a certain range of negative performance of the worst performingunderlier over the term of the securities.Investors in the securities must be willing to accept the risk of losing their entire initialinvestment based on the performance of any underlier.The securities are notes issued as part of MSFL’s Series A Global Medium-TermNotes 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, anyunderlying reference asset or assets. Russell 2000®Index (the “RTY Index”), S&P 500®Index (the “SPX Index”) and Nasdaq-100Index®(the “NDX Index”). We refer to each of the RTY Index, the SPX Index and the NDX Indexas an underlying index.July 18, 2025 Original issue date:July 23, 2025Observation date:January 27, 2031, subject to postponement for non-trading days and certain market disruptioneventsJanuary 27, 2031Terms continued on the following page Commissions and issue price:Price to publicAgent’s commissions and fees(1)Proceeds to us(2)Per security$1,000$$Total$$$ The payment at maturity will be based solely on the performance of the worst performing underlier, which could be any underlier.The payoff diagram below illustrates the payment at maturity for a range of hypothetical performances of the worst performingunderlier over the term of the securities, based on the following terms: Stated principal amount:$1,000 per securityUpside payment:$530 per security (53% of the stated principal amount)Absolute return participation rate:100% Hypothetical Payoff Diagram If the worst performing underlier appreciates 80%, investors will receive an 80% return, or $1,800 per security. If the worst performing underlier depreciates 85%, investors will lose 85% of their principal and receive only $150per security at maturity, or 15% of the stated principal amount. Page5 the composition of each underlier and changes in the component securities of each underlier;the time remaining until the securities mature; and any actual or anticipated changes in our credit ratings or credit spreads.Some or all of these factors will influence the price that you will receive if you sell your securities prior to maturity. Generally,the longer the time remaining to maturity, the more the market price of the securities will be affected by the other factors described above. For example, you may have to sell your securities at a substantial discount from the stated principalamount if, at the time of sale, the closing level of any underlier is at, below or not sufficiently above its downside thresholdlevel, or if market interest rates rise. assurance that the final level ofeachunderlier will begreater than or equal toits downside threshold level so that you donot suffer a significant loss on your initial investment in the securities. The securities are subject to our credit risk, and any actual or anticipated