摩根士丹利美股招股说明书(2025-09-15版)

Morgan Stanley Finance LLC Fixed to Floating Rate Callable Notes due September 18, 2045 10-Year Constant Maturity Treasury Rate-Linked Range Accrual NotesFully and Unconditionally Guaranteed by Morgan StanleyAs further described below, we, Morgan Stanley Finance LLC (“MSFL”), will redeem the notes in accordance with the risk neutral valuation model determination noted herein. Any redemption payment will be at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest thereon to but excluding the redemption Subject to the call feature, interest will accrue and be payable on the notes quarterly, in arrears, (i)from the original issue date toSeptember 18, 2028: at a rate of 9.10% perannum and (ii)fromSeptember 18, 2028to maturity: at a variable rate equal to 9.10% per annum for each calendar day that the 10-Year Constant Maturity Treasury Rate(“10CMT”) isgreater than or equal to0.00% andless than or equal to4.50% (which we refer to as the reference rate range). Consequently, if, on any day, the level of 10CMTis not within the reference rate range, no interest will accrue for such day. These long-dated notes are for investors who seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of receiving little or no interest on the notes with respect to any day during the floating interest rate period on which the condition listed above isnot met. For further discussion of risks related to the notes, including risks related to the reference rate, see “Risk Factors” beginning on page 8.All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. These notes are not secured obligations The notes involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginningon page 8. You should read this document together with the related prospectus supplement and prospectus,each of which can be accessed via the hyperlinks below, before you decide to invest. When you read the accompanying prospectus supplement, please note that allreferences in such supplement to the prospectus dated November 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus datedApril 12, 2024 or to the corresponding sections of such prospectus, as applicable. Prospectus dated April 12, 2024References to “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires. The notes 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. Morgan Stanley Finance LLC Fixed to Floating Rate Callable Notes due September 18, 2045 10-Year Constant Maturity Treasury Rate-Linked Range Accrual Notes Morgan Stanley Finance LLC Fixed to Floating Rate Callable Notes due September 18, 2045 10-Year Constant Maturity Treasury Rate-Linked Range Accrual Notes The Notes The notes offered are debt securities of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionallyguaranteed by Morgan Stanley. As further described below, interest will accrue and be payable on the notesquarterly, in arrears, (i)from the original issue date toSeptember 18, 2028: at a rate of 9.10% per annum and (ii)fromSeptember 18, 2028to maturity: at a variable rate equal to 9.10% per annum for each calendar day that10CMT is greater than or equal to 0.00% and less than or equal to 4.50% (which we refer to as the reference raterange). Consequently, if, on any day, the level of 10CMT is not within the reference rate range, no interest willaccrue for such day. These long-dated notes are for investors who seek an opportunity to earn interest at apotentially above-market rate in exchange for the risk of receiving little or no interest on the notes with respect toany day during the floating interest rate period on which 10CMT is not within the reference rate range. Investorsmust be willing and able to forgo interest for significant periods of time, including possibly the entire floatinginterest rate period. Beginning on the initial redemption date, an early redemption, in whole but not in part, will occur on a redemptiondate if and only if the output of a risk neutral valuation model on a business day that is at least five but no morethan eight business days prior to such redemption date, based on the inputs indicated in the call feature terms,indicates that redeeming on such date is economically rational for us as compared to not redeeming on such date.Any redemption payment will be at a redemption price equal to 100% of the principal amount to be redeemed,plus accrued and unpaid interest thereon to but excluding the redemption date. If we call the notes, we will giveyou notice at least five business days before the call date specified in the notice. On or before