摩根士丹利美股招股说明书(2025-07-24版)

Trigger Performance Leveraged Upside Securities Fully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk SecuritiesThe Trigger PLUS (the “securities”) are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The securities will pay no interest, do not guarantee any return of principal at maturity and have the termsdescribed in the accompanying product supplement and prospectus, as supplemented or modified by this document. Payment at maturity.At maturity, if the final level,as measured on each of the final averaging dates, isgreater thanthe initial level,investors will receive the stated principal amountplusthe leveraged upside payment, subject to the maximum payment at maturity. If thefinal level, as measured on each of the final averaging dates, isequal to or less thanthe initial level but isgreater than or equal tothedownside threshold level, investors will receive only the stated principal amount at maturity. If, however, the final level,as measured on eachof the final averaging dates, isless thanthe downside threshold level, investors will lose 1% for every 1% decline in the level of theunderlier over the term of the securities.Under these circumstances, the payment at maturity will be significantly less than the statedprincipal amount and could be zero. Investors in the securities must be willing to accept the risk of losing their entire initial investment.The securities are notes issuedas 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. 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. Aggregate principal amount:$iShares®Silver Trust (the “underlying fund”)July 25, 2025July 25, 2025 Original issue date:July 30, 2025 Morgan Stanley & Co. LLC (“MS & Co.”), an affiliate of MSFL and a wholly owned subsidiary of MorganStanley. See “Supplemental information regarding plan of distribution; conflicts of interest.”Estimated value on the pricingApproximately $973.90 per security, or within $25.00 of that estimate. See “Estimated Value of the Leveraged upside payment:stated principal amount × leverage factor × underlier percent change Maximum payment at maturity:$1,351.00 per security (135.10% of the stated principal amount)Leverage factor:At least 351%. The actual leverage factor will be determined on the pricing date.Underlier percent change:(final level – initial level) / initial levelDownside threshold level:$, which is 80% of the initial level Performance factor:final level / initial level“Closing level” and “adjustment factor” have the meanings set forth under “General Terms of the The payoff diagram below illustrates the payment at maturity for a range of hypothetical performances of the underlier over theterm of the securities, based on the following terms: Stated principal amount:$1,000 per securityHypothetical leverage factor:351%Maximum payment at maturity:$1,351.00 per security (135.10% of the stated principal amount) If the underlier appreciates 150%, investors will receive only the maximum payment at maturity of $1,351.00 persecurity, or 135.10% of the stated principal amount. If the underlier depreciates 85%, investors will lose 85% of their principal and receive only $150 per security atmaturity, or 15% of the stated principal amount. Page5 Risk FactorsThis section describes the material risks relating to the securities. For further discussion of these and other risks, you should readthe section entitled “Risk Factors” in the accompanying product supplement and prospectus. We also urge you to consult with the final level, as measured on each of the final averaging dates, isless thanthe downside threshold level, the payout atmaturity will be an amount in cash that is significantly less than the stated principal amount of each security, and you willlose an amount proportionate to the full decline in the level of the underlier over the term of the securities.There is nominimum payment at maturity on the securities, and, accordingly, you could lose your entire initial investment in Because your return on the securities will depend upon the performance of the underlier(s), the securities aresubject to the following risk(s), as discussed in more detail in the accompanying product supplement. Investments linked to commodities are subject to sharp fluctuations in commodity prices.Single commodity prices tend to be more volatile than, and may not correlate with, the prices ofcommodities generally. share of such underlying fund.The anti-dilution adjustments the calculation agent is required to make do not cover every event that The securities are subject to risks associated with silver.The investment objective of the iShares® to reflect generally the