摩根士丹利美股招股说明书(2025-09-30版)

ContingentIncome Auto-Callable Securities due October 13, 2028Based on the Worst Performing of the Common Stock of Tesla, Inc., the Common Stock of Netflix, Inc. and the Class A Common Stock of Meta Platforms, Inc.Fully and Unconditionally Guaranteed by Morgan Stanley Principal at Risk Securities The securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by MorganStanley. The securities have the terms described in the accompanying product supplement and prospectus, as supplemented or modified bythis document. The securities do not guarantee the repayment of principal and do not provide for the regular payment of interest. Automatic early redemption.The securities will be automatically redeemed if the closing level ofeachunderlier isgreater than or equaltoits call threshold level on any redemption determination date for an early redemption payment equal to the stated principal amountplusthe contingent coupon with respect to the related interest period. No further payments will be made on the securities once they have beenautomatically redeemed. Payment at maturity.If the securities have not been automatically redeemed prior to maturity and the final level ofeachunderlier isgreater than or equal toits downside threshold level, investors will receive (in addition to the contingent coupon with respect to the finalobservation date, if payable) the stated principal amount at maturity. If, however, the final level ofanyunderlier isless thanits downsidethreshold level, investors will lose 1% for every 1% decline in the level of the worst performing underlier over the term of the securities.Under these circumstances, the payment at maturity will be significantly less than the stated principal amount and could be zero. ￭The value of the securities is based on the worst performing underlier.The fact that the securities are linked to more than oneunderlier does not provide any asset diversification benefits and instead means that a decline in the level of any underlier beyond its couponbarrier level and/or downside threshold level will adversely affect your return on the securities, even if the other underliers have appreciatedor have not declined as much.￭ The securities are for investors who seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of losinga significant portion or all of their principal and the risk of receiving no coupons over the entire term of the securities. You will not participatein any appreciation of any underlier.Investors in the securities must be willing to accept the risk of losing their entire initialinvestment based on the performance of any underlier.The securities are notes issued as part of MSFL’s Series A Global Medium-TermNotes 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, anyunderlying reference asset or assets. (1)The securities will be sold only to investors purchasing the securities in fee-based advisory accounts.(2)MS & Co. expects to sell all of the securities that it purchases from us to an unaffiliated dealer at a price of $per security, for further sale to certain fee-basedadvisory accounts at the price to public of $1,000 per security. MS & Co. will not receive a sales commission with respect to the securities. See “Supplementalinformation regarding plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution (Conflicts of Interest)” in the accompanyingproduct supplement.(3)See “Use of Proceeds and Hedging” in the accompanying product supplement. page 11.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 supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.The securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor arethey obligations of, or guaranteed by, a bank.You should read this document together with the related product supplement and prospectus, each of which can be accessed via the hyperlinks below. Please also see “Additional Terms of the Securities” and “Additional Information About the Securities” at the end of this document.References to “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires. Product Supplement for Principal at Risk Securities datedFebruary 7, 2025 Prospectus dated April 12, 2024 Observation Dates and Coupon Payment Dates Estimated Value of the Securities The original issue price of each security is $1,000. This price