摩根士丹利美股招股说明书(2025-09-24版)

MorganStanleyFinanceLLCSTRUCTURED INVESTMENTSOpportunities in U.S. Equities MarketLinked Securities—Auto-Callable with Contingent Coupon and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Health Care SelectSector SPDR®Fund, the Energy Select Sector SPDR®Fund and the Financial Select Sector SPDR®Fund due July 11, 2030Fully and Unconditionally Guaranteed by Morgan Stanley ￭Linked to the lowest performing of the common stock of Amazon.com, Inc., the Health Care Select Sector SPDR®Fund, the Energy Select Sector SPDR®Fund and the Financial Select Sector SPDR®Fund (each referred to as an “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 guarantee the payment of 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.The securities have the terms described in the accompanying product supplement for principal at risk securities, index supplement and prospectus, as supplemented or modified by this document.￭Contingent Coupon.The securities will pay a contingent coupon on a monthly basis until the earlier of the maturity date or automatic call if, and only if, the closing price of the lowest performingunderlying on the calculation day for that month is greater than or equal to its coupon threshold price. However, if the closing price of the lowest performing underlying on a calculation day is less thanits coupon threshold price, you will not receive any contingent coupon for the relevant month. If the closing price of the lowest performing underlying is less than its coupon threshold price on everycalculation day, you will not receive any contingent coupons throughout the entire term of the securities. The coupon threshold price for each underlying is equal to 60% of its starting price. Thecontingent coupon rate will be determined on the pricing date and will be at least 8.35% per annum.￭Automatic Call.Beginning after six months, the securities will be automatically called if the closing price of each underlying on any of the calculation days (other than the final calculation day) isgreater than or equal to its respective starting price for a cash payment equal to the face amountplusa final contingent coupon payment. No further payments will be made on the securities once theyhave been called.￭Potential Loss of Principal.If the securities are not automatically called, you will receive the face amount at maturity if, and only if, the closing price of each underlying on the final calculation day isgreater than or equal to its respective downside threshold price. If the closing price of any underlying on the final calculation day is less than its respective downside threshold price, investors will befully exposed to the decline in the lowest performing underlying on a 1-to-1 basis, and will receive a maturity payment amount that is less than 50% of the face amount of the securities and could bezero.￭Accordingly, investors in the securities must be willing to accept the risk of losing their entire initial investment and also the risk of not receiving any contingent coupon paymentsthroughout the entire term of the securities.￭Because all payments on the securities are based on the lowest performing underlying, a decline beyond the respective coupon threshold price or respective downside threshold price of anyunderlying will result in no contingent coupon payments or a significant loss of your investment, as applicable, even if the other underlyings have appreciated or have not declined as much.￭The securities are for investors who are willing to risk their principal based on the lowest performing of four underlyings and who seek an opportunity to earn interest at a potentially above-market ratein exchange for the risk of receiving no contingent coupon payments over the entire term of the securities.￭Investors will not participate in any appreciation of any 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 securities included in any of the underlyings. The current estimated value of the securities is approximately $947.50 per security, or within $47.50 of that estimate.The estimated value of the securities is determined using our ownpricing and valuation models, market inputs and assumptions relating to the underlyings, instruments based on the underlyings, volatility and other factors including current and expectedinterest rates, as well as an interest rate related to