摩根士丹利美股招股说明书(2025-09-11版)

MorganStanleyFinanceLLCSTRUCTURED INVESTMENTSOpportunities in U.S. Assets MarketLinked Securities—Auto-Callable with Contingent Downside Principal at Risk Securities Linked to the iShares® Bitcoin Trust ETF due September 28, 2028Fully and Unconditionally Guaranteed by Morgan Stanley ￭Linked to the iShares®Bitcoin Trust ETF (the “underlying”)￭The securities offered are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. Unlike ordinary debt securities,the securities do not pay interest, do not guarantee the repayment of principal and are subject to potential automatic call prior to the maturity date upon the terms described below. Thesecurities have the terms described in the accompanying product supplement for principal at risk securities and prospectus, as supplemented or modified by this document.￭Automatic Call.The securities will be automatically called if the fund closing price of the underlying on any of the calculation days is greater than or equal to the starting price for a callpayment equal to the face amountplusa call premium. The call premium applicable to each calculation day will be a percentage of the face amount that increases for each calculation daybased on a simple (non-compounding) return of at least 17.50% per annum (to be determined on the pricing date). No further payments will be made on the securities once they have beencalled.￭Maturity Payment Amount.If the securities are not automatically called, you will receive at maturity a cash payment per security as follows:￭If the ending price of the underlying isless thanthe starting price, butgreater than or equal to70% of the starting price, which we refer to as the thresholdprice, you will receive a maturity payment amount of $1,000 per $1,000 security.￭If the ending price of the underlying is less than the threshold price, investors will be exposed to the full decline in the underlying on a 1-to-1 basis, and willreceive a maturity payment amount that is less than 70% of the face amount of the securities and could be zero￭Investors may lose a significant portion, or all, of the face amount of the securities.￭The securities are for investors who are willing to forgo current income and participation in the appreciation of the underlying in exchange for the possibility of receiving a call payment ormaturity payment amount greater than the face amount of the securities if the underlying closes at or above the starting price on any of the calculation days, including the final calculationday.￭Investors should be knowledgeable about the risks associated with cryptocurrencies and digital assets because the underlying seeks to reflect generally the performance of the price ofbitcoin and therefore the securities involve significant risks in investments tracking cryptocurrencies.Bitcoin has historically exhibited high price volatility relative to more traditionalasset classes and has experienced extreme volatility in recent periods and may continue to do so￭Investors will not participate in any appreciation of the underlying.￭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 access to, any assets included in the underlying. The current estimated value of the securities is approximately $930.40 per security, or within $30.40 of that estimate.The estimated value of the securities isdetermined using our own pricing and valuation models, market inputs and assumptions relating to the underlying, instruments based on the underlying, volatilityand other factors including current and expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interestrate at which our conventional fixed rate debt trades in the secondary market. See “Estimated Value of the Securities” on page 4.The securities have complex features and investing in the securities involves risks not associated with an investment in ordinary debt securities.See “Risk Factors” beginning on page 9. All payments on the securities are subject toour credit risk. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or theaccompanying product 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 orinstrumentality, nor are they obligations of, or guaranteed by, a bank.You should read this document together with the related product supplement for principal at risk securities and prospectu