摩根士丹利美股招股说明书(2025-07-22版)

Based on the Worst Performing of the S&P 500®and the Vanguard Value ETF 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 byMorgan Stanley. The securities have the terms described in the accompanying product supplement, index supplement and prospectus, as supplemented or modified by this document. The securities do not guarantee the repayment of principal and do notprovide for the regular payment of interest. Automatic early redemption.The securities will be automatically redeemed if the closing level ofeachunderlier isgreater thanor equal toits call threshold level on the first determination date for the early redemption payment. No further payments 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 ofeachunderlier isgreater thanits initial level, investors will receive the stated principal amountplusthe upside payment. If the final level ofanyunderlier isequal to or less thanits initial level but the final level ofeachunderlier isgreater than or equal toits downsidethreshold level, investors will receive only the stated principal amount at maturity. If, however, the final level ofanyunderlier islessthanits downside threshold level, investors will lose 1% for every 1% decline in the level of the worst performing underlier over theterm of the securities.Under these circumstances, the payment at maturity will be significantly less than the stated principal underlier does not provide any asset diversification benefits and instead means that a decline in the level of any underlier beyondits downside threshold level will adversely affect your return on the securities, even if the other underliers have appreciated or have not declined as much.The securities are for investors who are willing to risk their principal and forgo current income in exchange for the possibility ofreceiving an early redemption payment or payment at maturity that exceeds the stated principal amount.Investors in the underlier.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.These securities are not secured obligations and you will not have any security interest in, or otherwise have any accessto, any underlying reference asset or assets.Morgan Stanley Finance LLCMorgan Stanley Stated principal amount:$1,000 per security “XLY Fund”) and Vanguard Value ETF (the “VTV Fund”). We refer to the SPX Index as anunderlying index. We refer to each of the XLY Fund and VTV Fund as an underlying fund.July 25, 2025July 25, 2025 Terms continued on the following pageMorgan Stanley & Co. LLC (“MS & Co.”), an affiliate of MSFL and a wholly owned subsidiary ofMorgan Stanley. See “Supplemental information regarding plan of distribution; conflicts ofinterest.” Agent’s commissions and feesProceeds to usPer security$1,000$$Total$$$(1)Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $for each security they sell. See“Supplemental information regarding plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution (Conflicts of Interest)” in the SPX IndexXLY FundVTV Fundstated principal amount + upside payment = 90.00 (equal to orless thanits initiallevel butgreater thanor equal toitsdownside threshold$115.00 (greater thanits initial level)$80.00 (equal to orless thanits initiallevel butgreater thanor equal toitsdownside threshold$1,000 Example #3downside thresholdlevel)$130.00 (greater than downside thresholdlevel)30.00 (less thanits$35.00 (less thanits$40.00 (less thanits In example #1, the final level ofeachunderlier isgreater thanits initial level. Therefore, investors receive at maturity the statedprincipal amountplus150% of the appreciation of the worst performing underlier over the term of the securities. isgreater than or equal toits downside threshold level. Therefore, investors receive at maturity the stated principal amount.In examples #3 and #4, the final level ofat least oneunderlier isless thanits downside threshold level. Therefore, investorsreceive at maturity a payment that reflects a loss of 1% of principal for each 1% decline in the level of the worst performingIf the securities have not been automatically redeemed prior to maturity and the final level of any underlier is less thanits downside threshold level, you will be exposed to the negative performance of the worst performing underlier atmaturity, and your payment at maturity will be significantly less than the stated principal amount of the securities and your investment, legal, tax, accounting and other ad