摩根士丹利美股招股说明书(2025-09-19版)

MorganStanleyFinanceLLCSTRUCTURED INVESTMENTSOpportunities in U.S. Equities MarketLinked Securities—Auto-Callable with Leveraged Upside Participation with Contingent Absolute Return and Contingent DownsidePrincipal at Risk Securities Linked to the Lowest Performing of the Class A Common Stock of Alphabet Inc., the Class A Common Stock of Meta Platforms, Inc. and the Common Stock of Microsoft Corporation due October 5, 2028Fully and Unconditionally Guaranteed by Morgan Stanley ￭Linked to the lowest performing of the class A common stock of Alphabet Inc., the class A common stock of Meta Platforms, Inc. and the common stock of Microsoft Corporation(each referred to as an “underlying stock”) The securities offered are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. Unlike ordinary debtsecurities, 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 termsdescribed below. The securities have the terms described in the accompanying product supplement for principal at risk securities and prospectus, as supplemented or modified bythis document. Automatic Call.The securities will be automatically called if the stock closing price of the lowest performing underlying stock on the call date isgreater than or equal toits startingprice for a call payment equal to the face amountplusthe call premium of at least approximately 31.45% of the face amount (to be determined on the pricing date). No furtherpayments will be made on the securities once they have been called. Maturity Payment Amount.If the securities are not automatically called prior to maturity, you will receive at maturity a cash payment per security as follows: ￭If the ending price of the lowest performing underlying stock isgreater thanits starting price, you will receive a maturity payment amount equal to the face amountplusapositive return equal to 300% of the percentage increase in the price of the lowest performing underlying stock from its starting price.￭If the ending price of the lowest performing underlying stock isequal to or less thanits starting price, butgreater than or equal to70% of its starting price, which we refer toas the threshold price, you will receive a maturity payment amount of $1,000plusan unleveraged positive return equal to the absolute value of the percentage decline intheprice of the lowest performing underlying stock from its starting price to its ending price, which will effectively be limited to a positive return of 30% per $1,000 security.￭If the ending price of the lowest performing underlying stock isless thanits threshold price, you will have full downside exposure to the decrease in the price of the lowestperforming underlying stock from its starting price, and you will lose more than 30%, and possibly all, of your initial investment. The securities are for investors who are willing to risk their principal and forgo current income in exchange for the possibility of receiving a call payment greater than the face amountif the stock closing price ofeachunderlying stock isgreater than or equal toits starting price on the call date or maturity payment amount greater than the face amount if the endingprice ofeachunderlying stock isgreater thanits starting price on the calculation day, in addition to the absolute return feature that applies to only a limited range of performance ofthe lowest performing underlying stock. Because all payments on the securities are based on the lowest performing of the underlying stocks, a decline in price of more than 30% by any underlying stock will result in a losson your investment, even if the price of the other underlying stocks have appreciated or have not declined as much. The current estimated value of the securities is approximately $964.00 per security, or within $45.00 of that estimate.The estimated value of the securities is determined using our own pricing andvaluation models, market inputs and assumptions relating to the underlying stocks, instruments based on the underlying stocks, volatility and 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 interest rate at which our conventional fixed rate debt trades in the secondary market. See “EstimatedValue 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 10. All payments on the securities are subject to our credit risk. 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 supplementand prospectus is truthful or complete. Any representation to the contrary