摩根士丹利美股招股说明书(2025-09-26版)

MorganStanley Finance $10,910,100 LLC Trigger Autocallable Contingent Yield NotesLinked to the Least Performing Underlying Shares between the SPDR®S&P 500® ETF Trust and the Invesco KBW Bank ETF due September 28, 2028Fully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities Investment Description unconditionally guaranteed by Morgan Stanley. The Securities provide a returnbased on the Least Performing Underlying Sharesbetween the SPDR®S&P 500®ETF Trust (the “SPYShares”) and the Invesco KBW Bank ETF (the “KBWB Shares,” and together with the SPY Shares, the “Underlying Shares”). If the Closing Prices ofboth the SPY Shares and the KBWBShares(each, an “Underlying”) on a quarterly Observation Date (the “Observation Date Closing Prices”) are equal to or greater than their respective Coupon Barriers, MSFL will make aContingent Coupon payment with respect to that Observation Date. However, if the Closing Price ofeither of the Underlying Sharesis below its respective Coupon Barrier, no coupon willaccrue or be payable with respect to that Observation Date. In addition, MSFL will automatically call the Securities early if the Observation Date Closing Prices forboth the SPY Shares andthe KBWB Shareson any quarterly Observation Date beginning after approximately six months (March 25, 2026) are equal to or greater than their respective Initial Underlying Prices. If theSecurities are called, MSFL will pay the principal amount plus the Contingent Coupon for that Observation Date and no further amounts will be owed to you. If the Securities are not called priorto maturity and the Final Underlying Prices ofboth the SPY Shares and the KBWB Sharesare equal to or greater than their Downside Thresholds (which will be the same as their respectiveCoupon Barriers), MSFL will make a cash payment to you at maturity equal to the principal amount of your Securitiesplusthe Contingent Coupon with respect to the Final Observation Date.However, if the Final Underlying Price ofeither the SPY Shares or the KBWB Sharesis less than its respective Downside Threshold, MSFL will pay you significantly less than the full principalamount, if anything, at maturity, resulting in a loss on your principal amount that is proportionate to the decline in the price of theUnderlying with the larger percentage decrease from itsInitial Underlying Price to its Final Underlying Price (the “Least Performing Underlying Shares”),even if the other Underlying Shares appreciates or does not decline as much. TheSecurities may be appropriate for investors who seek an opportunity for potentially enhanced income in exchange for the risk of losing their principal at maturity and the risk of receiving noContingent Coupons during the term of the Securities. Your return will be solely the Contingent Coupons, if any, and you will not participate in any appreciation in either of the UnderlyingShares. Because all payments on the Securities are based on the Least Performing Underlying Shares between the SPY Shares and the KBWB Shares, the fact that the Securities are linked totwo Underlying Shares does not provide any asset diversification benefits and instead means that a decline in the price beyond the relevant Coupon Barrier and Downside Threshold of eitherthe SPY Shares or the KBWB Shares will result in no Contingent Coupon payments and a significant loss on your investment, even if the other Underlying Shares appreciates or does notdecline as much.Investing in the Securities involves significant risks. The Issuer will not pay a quarterly Contingent Coupon if the Observation Date Closing Price for either of theUnderlying Shares is below its respective Coupon Barrier. The Issuer will not automatically call the Securities if the Observation Date Closing Price of either of the UnderlyingShares is below its respective Initial Underlying Price. You will lose a significant portion or all of your principal amount at maturity if the Securities are not called and the FinalUnderlying Price of either of the Underlying Shares is below its Downside Threshold.Generally, the higher the Contingent Coupon Rate for the Securities, the greater risk of losson those Securities. If you sell the Securities prior to maturity, you may receive substantially less than the principal amount even if the prices of both Underlying Shares aregreater than their respective Downside Thresholds at the time of sale.All payments are subject to our credit risk. If we default on our obligations, you could lose a significant portion 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 underlying reference asset or assets. Features ❑AutomaticallyCallable:MSFL will automatically call the Securities and pay you the principal amount plus theContingent Coupon otherwise due for the quarterly Observation Date only if the Observation Date Closing Prices ofboththe SPY Shares and the KBWB Share