摩根士丹利美股招股说明书(2025-07-21版)

Morgan StanleyAggregate principal amount:$3,856,000 $1,000 per noteStated principal amount:$1,000 per note July 17, 2025Original issue date:July 21, 2025(2 business days after the pricing date)July 21, 2028Interest accrual date:July 21, 2025 relating to the notes. For a complete list of risk factors, please see the accompanying prospectus supplement and prospectus.Investors should consult their financial and legal advisers as to the risks entailed by an investment in the notes and the suitabilityof the notes in light of their particular circumstances. Investors are subject to our credit risk, and any actual or anticipated changes to our credit ratings or credit spreadsmay adversely affect the market value of the notes.Investors are dependent on our ability to pay all amounts due on the market’s view of our creditworthiness. The notes are not guaranteed by any other entity. If we default on our obligationsunder the notes, your investment would be at risk and you could lose some or all of your investment. As a result, the marketvalue of the notes prior to maturity will be affected by changes in the market’s view of our creditworthiness. Any actual oranticipated decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is substantially less than the amount for which they were originally purchased.Some of these factors include, but arenot limited to: (i) actual or anticipated changes in interest and yield rates, (ii) any actual or anticipated changes in our creditratings or credit spreads and (iii) time remaining to maturity.Generally, the longer the time remaining to maturity and themore tailored the exposure, the more the market price of the notes will be affected by the other factors described in thepreceding sentence. This can lead to significant adverse changes in the market price of securities like the notes. decrease and you may receive substantially less than 100% of the issue price if you are able to sell your notes prior to The rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower than therate implied by our secondary market credit spreads and advantageous to us. Both the lower rate and theinclusion of costs associated with issuing, selling, structuring and hedging the notes in the original issue pricereduce the economic terms of the notes, cause the estimated value of the notes to be less than the original issueprice and will adversely affect secondary market prices.Assuming no change in market conditions or any other relevantfactors, the prices, if any, at which dealers, including MS & Co., are willing to purchase the notes in secondary market dealer would charge in a secondary market transaction of this type, the costs of unwinding the related hedging transactionsas well as other factors. The inclusion of the costs of issuing, selling, structuring and hedging the notes in the original issue price and the lower ratewe are willing to pay as issuer make the economic terms of the notes less favorable to you than they otherwise would be.The estimated value of the notes is determined by reference to our pricing and valuation models, which may differ securities, our models may yield a higher estimated value of the notes than those generated by others, including otherdealers in the market, if they attempted to value the notes. In addition, the estimated value on the pricing date does not secondary market (if any exists) at any time. The value of your notes at any time after the date of this pricing supplementwill vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and changes inmarket conditions.The notes will not be listed on any securities exchange and secondary trading may be limited.The notes will not be notional size of the proposed sale, the cost of unwinding any related hedging positions, the time remaining to maturity andthe likelihood that it will be able to resell the notes.Even if there is a secondary market, it may not provide enough liquidity would be no secondary market for the notes.Accordingly, you should be willing to hold your notes to maturity. The issuer, its subsidiaries or affiliates may publish research that could affect the market value of the notes. Theyalso expect to hedge the issuer’s obligations under the notes.The issuer or one or more of its affiliates may, at presentor in the future, publish research reports with respect to movements in interest rates generally. This research is modified subsidiaries expect to hedge the issuer’s obligations under the notes and they may realize a profit from that expectedhedging activity even if investors do not receive a favorable investment return under the terms of the notes or in anysecondary market transaction. The calculation agent, which is a subsidiary of the issuer, will make determinations with respect to the notes.Anyof these determinations made by the calculation ag