摩根士丹利美股招股说明书(2025-09-18版)

MorganStanley Finance LLC $5,394,290 Trigger Absolute Return StepSecurities Linked to a Basket of International Indices due September 19, 2030Fully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities Investment Description These Trigger Absolute Return Step Securities (the “Securities”) are unsecured and unsubordinated debt securities issued by Morgan Stanley Finance LLC (“MSFL”), fully andunconditionally guaranteed by Morgan Stanley, with returns linked to the performance of a weighted basket of international indices (the “Basket”), consisting of the EURO STOXX 50®Index,the Nikkei Stock Average, the FTSE®100 Index, the Swiss Market Index®and the S&P®/ASX 200 Index, each of which we refer to as an “Underlier” and together as the “Underliers.” If theBasket Return is greater than or equal to the Step Barrier, MSFL will pay the Principal Amount at maturity plus a return equal to the greater of (i) the Step Return of 38.10% and (ii) theBasket Return. If the Final Basket Level is less than the Step Barrier but greater than or equal to the Downside Threshold, MSFL will pay the full Principal Amount at maturity and pay areturn equal to the absolute value of the Basket Return (the “Contingent Absolute Return”). However, if the Final Basket Level is less than the Downside Threshold, MSFL will paysignificantly less than the full Principal Amount at maturity, if anything, resulting in a loss of principal that is proportionate to the negative Basket Return. These long-dated Securities are forinvestors who seek an equity basket-based return and who are willing to risk a loss on their principal and forgo current income in exchange for the Step Return and the Contingent AbsoluteReturn features and the contingent repayment of principal, which applies only if the Final Basket Level is not less than the Downside Threshold, each as applicable at maturity.Investing inthe Securities involves significant risks. You will not receive interest or dividend payments during the term of the Securities. You may lose a significant portion or all of yourPrincipal Amount. The Contingent Absolute Return, any contingent repayment of principal and the Step Return apply only if you hold the Securities to maturity.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 andyou will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets. Features Key Dates ❑Enhanced Growth Potential with a Step Return Feature:If the Final Basket Level isgreater than or equal to the Step Barrier, MSFL will pay the Principal Amount at maturity pluspay a return equal to the greater of (i) the Step Return of 38.10% and (ii) the Basket Return.If the Final Basket Level is less than the Downside Threshold, investors will be exposed tothe negative Basket Return at maturity. ❑Contingent Absolute Return at Maturity:If the Final Basket Level is less than the StepBarrier and the Final Basket Level is not less than the Downside Threshold, MSFL will paythe Principal Amount at maturity and pay the Contingent Absolute Return. However, if theFinal Basket Level is less than the Downside Threshold, MSFL will pay significantly less thanthe full Principal Amount, if anything, resulting in a loss of principal that is proportionate to thenegative Basket Return. The Contingent Absolute Return and any contingent repayment ofprincipal apply only if you hold the Securities to maturity. Any payment on the Securities,including any repayment of principal, is subject to our creditworthiness.THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. THE TERMS OF THE SECURITIES MAY NOT OBLIGATE US TO REPAY * Subject to postponement in the event of a Market DisruptionEvent or for non-Index Business Days. See “Postponement ofFinal Valuation Date and Maturity Date” under “AdditionalTerms of the Securities.” THE FULL PRINCIPAL AMOUNT OF THE SECURITIES. THE SECURITIES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE UNDERLIERS, WHICH CAN RESULTIN A LOSS OF A SIGNIFICANT PORTION OR ALL OF YOUR INVESTMENT AT MATURITY. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT INPURCHASING OUR DEBT OBLIGATIONS.YOU SHOULD NOT PURCHASE THE SECURITIES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THESIGNIFICANT RISKS INVOLVED IN INVESTING IN THE SECURITIES. THE SECURITIES WILL NOT BE LISTED ON ANY SECURITIES EXCHANGE.YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER ‘‘KEY RISKS’’ BEGINNING ON PAGE 5 OF THIS PRICING SUPPLEMENT IN CONNECTION WITHYOUR PURCHASE OF THE SECURITIES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THEMARKET VALUE OF, AND THE RETURN ON, YOUR SECURITIES. Security Offering We are offering Trigger Absolute Return Step Securities linked to a Basket of International Indices. The Securities are not subject to a