摩根士丹利美股招股说明书(2025-07-23版)

day, you will not receive any contingent coupon payments throughout the entire term of the securities. The coupon threshold price for each underlying stock is equal to 50% of its starting price. Thecontingent coupon rate will be determined on the pricing date and will be at least 11.25%per annum. coupon payments. No further payments will be made on the securities once they have been called.Potential Loss of Principal.If the securities are not automatically called prior to maturity, you will receive the face amount at maturity if, and only if, the ending price of each underlying stock isgreater than or equal toits respective downside threshold price. If the ending price of any underlying stock isless thanits respective downside threshold price, investors will be fully exposed tothe decline in the lowest performing underlying stock on a 1-to-1 basis and will receive a maturity payment amount that is less than 50% of the face amount of the securities and could be zero.Accordingly, investors in the securities must be willing to accept the risk of losing their entire initial investment and also the risk of not receiving any contingent coupon paymentsthroughout the entire term of the securities.Because all payments on the securities are based on the lowest performing underlying stock, a decline beyond the respective coupon threshold price or respective downside threshold priceof any underlying stock will result in no contingent coupon payments or a significant loss of your investment, as applicable, even if one or more of the other underlying stocks have appreciated or have not declined as much.The securities are for investors who are willing to risk their principal based on the lowest performing of four underlying stocks and who seek an opportunity to earn interest at a potentially above- Investors will not participate in any appreciation of any underlying stock.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. The current estimated value of the securities is approximately $962.10 per security, or within $35.00 of that estimate. The estimated value of the securities is determined using our ownpricing and valuation models, market inputs and assumptions relating to the underlying stocks, instruments based on the underlying stocks, volatility and other factors including currentand expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades inthe secondary market. See “Estimated Value of the Securities” on page 5. The securities have complex features and investing in the securities involves risks not associated with an investment in ordinary debtsecurities. See “Risk Factors” beginning on page 12. All payments on the securities are subject to our credit risk.The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanying product You should read this document together with the related product supplement for principal at risk securities and prospectus, each of which can be accessed via the hyperlinks below. Whenyou read the accompanying product supplement, please note that all references in such supplement to the prospectus dated November 16, 2023, or to any sections therein, should referinstead to the accompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. Please also see “Additional Information About the As used in this document, “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.Commissions and offering price:Price to publicAgent’s commissions(1)(2)Proceeds to us(3)$1,000$23.25$976.75$$$ (1)Wells Fargo Securities, LLC, an agent for this offering, will receive a commission of up to $23.25 for each security it sells. Dealers, including Wells Fargo Advisors (“WFA”), information concerning plan of distribution; conflicts of interest.”(2)In respect of certain securities sold in this offering, we may pay a fee of up to $2.00 per security to selected securities dealers in consideration for marketing and other servicesin connection with the distribution of the securities to other securities dealers.(3)See “Use of Proceeds and Hedging” in the accompanying product supplement. Product Supplement for Principal at Risk Securities dated November 16, 2023Prospectus dated April 12, 2024 Morgan Stanley Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of NVIDIA Corporation, the Common Stock of Apple Inc., the CommonStock of The Goldman Sachs Group, Inc. and the Common Stock of Amazon.com, Inc. due August 2, 2027 Morgan Stanley Finance LLCMorgan Stanley Market Linked Secur