摩根士丹利美股招股说明书(2025-10-01版)

ContingentIncome Memory Auto-Callable Securities due October 10, 2028Based on the Worst Performing of the Common Stock of Arista Networks, Inc., the Class A Common Stock of CoreWeave, Inc. and the Common Stock of Amazon.com, Inc.Fully and Unconditionally Guaranteed by Morgan StanleyPrincipal 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. ￭Contingent coupon.The securities will pay a contingent coupon (as well as any previously unpaid contingent coupons)but only iftheclosing level ofeachunderlier isgreater than or equal toits coupon barrier level on the related observation date. However, if the closinglevel ofany underlierisless thanits coupon barrier level on any observation date, we will pay no interest with respect to the relatedinterest period. ￭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 and any previously unpaid contingent coupons. No further payments will bemade on the securities once they have been automatically 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 and any previously unpaid contingent coupons, if payable) the stated principal amount at maturity. If, however, the finallevel ofany underlierisless thanits downside threshold level, investors will lose 1% for every 1% decline in the level of the worstperforming underlier over the term of the securities.Under these circumstances, the payment at maturity will be significantly less thanthe 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. Thesesecurities are not secured obligations and you will not have any security interest in, or otherwise have any access to, anyunderlying reference asset or assets. 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 “AdditionalTerms 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, 2025Prospectus dated April 12, 2024 Contingent Income Memory Auto-Callable SecuritiesPrincipal at Risk Securities Observation Dates and Coupon Payment Dates Contingent Income Memory Auto-Callable SecuritiesPrincipal at Risk Securities Estimated Value of the Securities The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring andhedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date willbe less than $1,000. Our estimate of the value of the securities as determined on the pricing date will be within the rangespecified on the cover hereof and will be set forth on the cover of the final pricing supplement. What goes into the estimated value on the pricing date? In valuing the securities on the pricing date, we take into account tha