摩根士丹利美股招股说明书(2025-09-09版)

JumpSecurities with Auto-Callable Feature due September 10, 2027Based on the Worst Performing of the Dow Jones Industrial AverageSM, the Nasdaq-100 Index® and the Russell2000®IndexFully and Unconditionally Guaranteed by Morgan Stanley Principal 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 andprospectus, 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 bemade 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 ofeachunderlierisgreater 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 principalamount and could be zero. The value of the securities is based on the worst performing underlier.The fact that the securities are linked to more than oneunderlier 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 havenot 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 thesecurities must be willing to accept the risk of losing their entire initial investment based on the performance of anyunderlier.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. (1)The securities will be sold only to investors purchasing the securities in fee-based advisory accounts.(2)MS & Co. expects to sell all of the securities that it purchases from us to an unaffiliated dealer at a price of $997.50 per security, for further sale to certain fee-based advisory accounts at the price to public of $1,000 per security. In addition, selected dealers and their financial advisors may receive a structuring fee ofup to $6.25 for each security from the agent or its affiliates. MS & Co. will not receive a sales commission with respect to the securities. See “Supplementalinformation regarding plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution (Conflicts of Interest)” in the accompanyingproduct supplement.(3)See “Use of Proceeds and Hedging” in the accompanying product supplement. The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning onpage 6. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanying You should read this document together with the related product supplement, index supplement and prospectus, each of which can be accessed via the hyperlinks below. Whenyou read the accompanying index supplement, please note that all references in such supplement to the prospectus dated November 16, 2023, or to any sections therein, shouldrefer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. Please also see “Additional Terms of theSecurities” and “Additional Information About the Securities” at the end of this document.References to “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires. Product Supplement for Principal at Risk Securities dated February 7, 2025Index Supplement dated Nove