摩根士丹利美股招股说明书(2025-07-25版)

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 unconditionallyguaranteed by Morgan Stanley. The securities will pay no interest, do not guarantee any return of principal at maturity and have the terms described in the accompanying product supplement, index supplement and prospectus, as supplemented ormodified by this document. Payment at maturity.At maturity, if the final level isgreater than or equal tothe initial level, investors will receive thestated principal amountplusthegreater of(i) an amount in cash based on the underlier percent change and (ii) the upsidepayment specified herein. If the final level isless thanthe initial level but isgreater than or equal tothe downsidethreshold level, investors will receive at maturity the stated principal amountplusa positive return equal to (i) the absolutevalue of the percentage decline in the level of the underliermultiplied by(ii) the absolute return participation rate. If, however, the final level isless thanthe downside threshold level, investors will lose 1% for every 1% decline in the level ofthe underlier over the term of the securities.Under these circumstances, the payment at maturity will be significantlyless than the stated principal amount and could be zero.The securities are for investors who seek a return based on the performance of the underlier and who are willing to risk their of losing their entire initial investment.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 yourinvestment. These securities are not secured obligations and you will not have any security interest in, orotherwise have any access to, any underlying reference asset or assets. Morgan Stanley Finance LLCMorgan StanleyStated principal amount:$1,000 per security July 31, 2025July 31, 2025Original issue date:August 5, 2025Observation date:July 31, 2030, subject to postponement for non-trading days and certain market disruptionevents conflicts of interest.”Estimated value on theApproximately $897.70 per security, or within $40.00 of that estimate. See “Estimated Valueof the Securities” on page 3.Commissions and issuePrice to publicAgent’s commissions and(1)(2)Proceeds to us(3) Downside threshold level:, which is 50% of the initial level Absolute underlier return:The absolute value of the underlier percent change. For example, a -5.00% underlierpercent change will result in a +5.00% absolute underlier return.Absolute return participation100%Performance factor:final level / initial level61778NTV3 US61778NTV37The securities will not be listed on any securities exchange. 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 securityUpside payment:$1,050 per security (105% of the stated principal amount)Absolute return participation rate:100% Upside Scenario.If the final level isgreater than or equal tothe initial level, investors will receive the stated principal value of the percentage decline in the level of the underliermultiplied by(ii) the absolute return participation rate. Underthese circumstances, the payment at maturity will effectively be limited to a positive return of 50% per security. your investment, legal, tax, accounting and other advisers in connection with your investment in the securities.Risks Relating to an Investment in the Securities The securities do not guarantee the return of any principal and do not pay interest.The terms of the securities differfrom those of ordinary debt securities in that they do not guarantee the repayment of any principal and do not pay interest. If the final level isless thanthe downside threshold level, the payout at maturity will be an amount in cash that is significantlyless than the stated principal amount of each security, and you will lose an amount proportionate to the full decline in the As a finance subsidiary, MSFL has no independent operations and will have no independent assets.As a financesubsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will have no independent assets available for distributions to holders of MSFL securities if they make claims in respect of such securitiesin a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to thoseavailable under the related guarantee by Morgan Stanley and that guarantee will rankpari passuwith all other unsecured,unsubordinated obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and The rate we are willing to pay for securities of this type, maturity and issuanc