摩根士丹利美股招股说明书(2025-10-06版)

MorganStanleyFinanceLLCSTRUCTURED INVESTMENTS Opportunities in U.S. EquitiesMarketLinked Securities—Auto-Callable with Contingent Coupon and Contingent DownsidePrincipal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial AverageSM , the Russell 2000®Index and the Nasdaq-100®Technology Sector IndexSMdue October 13, 2028Fully and Unconditionally Guaranteed by Morgan Stanley ￭Linked to the lowest performing of the Dow Jones Industrial AverageSM, the Russell 2000®Index and the Nasdaq-100®Technology Sector IndexSM(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 debtsecurities, 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 dateupon 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 quarterly basis until the earlier of the maturity date or automatic call if, and only if, the closing level of thelowest performing underlying on the calculation day for that quarter is greater than or equal to its coupon threshold level. However, if the closing level of the lowest performingunderlying on a calculation day is less than its coupon threshold level, you will not receive any contingent coupon for the relevant quarter. If the closing level of the lowest performingunderlying is less than its coupon threshold level on every calculation day, you will not receive any contingent coupons throughout the entire term of the securities. The couponthreshold level for each underlying is equal to 70% of its starting level. The contingent coupon rate will be determined on the pricing date and will be at least 8.40%per annum.￭Automatic Call.Beginning after six months, the securities will be automatically called if the closing level of each underlying on any of the calculation days (other than the finalcalculation day) is greater than or equal to its respective starting level for a cash payment equal to the face amountplusa final contingent coupon payment. No further payments willbe made on the securities once they have 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 level of each underlying on the finalcalculation day is greater than or equal to its respective downside threshold level. If the closing level of any underlying on the final calculation day is less than its respective downsidethreshold level, investors will be fully 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 70%of the face amount of the securities and could be zero.￭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 couponpayments throughout 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 level or respective downside thresholdlevel of any underlying 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 notdeclined as much.￭The securities are for investors who are willing to risk their principal based on the lowest performing of three underlyings and who seek an opportunity to earn interest at a potentiallyabove-market rate in 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 theunderlyings.The current estimated value of the securities is approximately $964.30 per security, or within $45.00 of that estimate. The estimated value of the securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the underlyings, instruments based on the underlyings, volatility and other factors including current andexpected 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