摩根士丹利美股招股说明书(2025-09-10版)

DualDirectional Buffered PLUS due August 29, 2030Based on the Performance of the EURO STOXX 50® IndexBuffered Performance Leveraged Upside SecuritiesSMFully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities The Dual Directional Buffered PLUS (the “securities”) are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully andunconditionally guaranteed by Morgan Stanley. The securities will pay no interest and have the terms described in the accompanyingproduct supplement, index supplement and prospectus, as supplemented or modified by this document. ￭Payment at maturity.At maturity, if the final level isgreater thanthe initial level, investors will receive the stated principal amountplustheleveraged upside payment. If the final level isequal to or less thanthe initial level but isgreater than or equal tothe buffer level,investors will receive at maturity the stated principal amountplusa positive return equal to (i) the absolute value of the percentage decline inthe level of the underliermultiplied by(ii) the absolute return participation rate. If, however, the final level isless thanthe buffer level,investors will lose 1% for every 1% decline in the level of the underlier beyond the specified buffer amount.Under these circumstances,the payment at maturity will be less, and may be significantly less, than the stated principal amount of the securities, subject tothe minimum payment at maturity.￭The securities are for investors who seek a return based on the performance of the underlier and who are willing to risk their principal and forgo current income in exchange for the upside leverage, absolute return participation and buffer features, each of which applies to alimited range of performance of the underlier over the term of the securities.Investors in the securities must be willing to accept therisk of losing a significant portion of their initial investment.The securities are notes issued as part of MSFL’s Series A Global Medium-Term Notes program. The securities offered hereby constitute a further issuance of, and will be consolidated with, the securities issued withthe same terms as those offered hereby on August 26, 2025 (the “existing securities”) and will form a single tranche with those existingsecurities. The securities offered hereby will have the same CUSIP and ISIN as the existing securities and will trade, if at all,interchangeably with the existing securities. 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. page 5.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 supplement, index supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.The securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor arethey obligations of, or guaranteed by, a bank.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. When you 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 November 16, 2023Prospectus dated April 12, 2024 Dual Directional Buffered PLUSPrincipal at Risk Securities Estimated Value of the Securities The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring andhedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date isless than $1,000. Our estimate of the value of the securities as determined on the pricing date is set forth on the cover of thisdocument. What goes into the estimated value on the pricing date? In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and aperformance-based component linked to the underlier. The estimated value of the securities is determined using our own pricingand valuation mode