摩根士丹利美股招股说明书(2025-09-12版)

ContingentIncome Memory Buffered Auto-Callable Securities due September 13,2030 Based on the Performance of the S&P®U.S. Equity Momentum 40% VT 4% Decrement IndexFully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities The securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by MorganStanley. The securities have the terms described in the accompanying product supplement, index supplement and prospectus, assupplemented or modified by this document. The securities do not provide for the regular payment of interest. ￭Contingent coupon.The securities will pay a contingent coupon (as well as any previously unpaid contingent coupons)but only iftheclosing level of the underlier isgreater than or equal tothe coupon barrier level on the related observation date. However, if the closinglevel of the underlier isless thanthe coupon barrier level on any observation date, we will pay no interest with respect to the relatedinterest period. Automatic early redemption.The securities will be automatically redeemed if the closing level of the underlier isgreater than or equal tothe call threshold level on any redemption determination date for an early redemption payment equal to the stated principal amountplusthecontingent coupon with respect to the related interest period and any previously unpaid contingent coupons. 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 isgreater than or equaltothe buffer level, investors will receive (in addition to the contingent coupon with respect to the final observation date and any previouslyunpaid contingent coupons, if payable) the stated principal amount at maturity. 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, thepayment at maturity will be less, and may be significantly less, than the stated principal amount of the securities, subject to the minimumpayment at maturity. The underlier was developed by S&P®Dow Jones Indices LLC, in coordination with Morgan Stanley, and was established on March 14,2022. For more information about the underlier, see the information set forth in the accompanying index supplement. The securities are for investors who are willing to risk their principal and accept the risk of receiving no coupons over the entire term of thesecurities in exchange for the buffer feature and the opportunity to earn interest at a potentially above-market rate. You will not participate inany appreciation of the underlier.Investors in the securities must be willing to accept the risk of losing a significant portion of theirinitial investment.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. 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. The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning onpage 9. 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. Observation Dates and Coupon Payment Dates Morgan Stanley Finance LLC Contingent Income Memory Buffered Auto-Callable SecuritiesPrincipal at Risk Securities Contingent Income Memory Buffered Auto-Callable SecuritiesPrincipal at Risk Securities Estimated Value of the Securities The o