摩根士丹利美股招股说明书(2025-10-08版)

ContingentIncome Auto-Callable Securities due October 4, 2028Based on the Performance of the Common Stock of UnitedHealth Group Incorporated 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 byMorgan Stanley. The securities have the terms described in the accompanying product supplement and prospectus, assupplemented or modified by this document. The securities do not guarantee the repayment of principal and do not provide for theregular payment of interest. ￭Contingent coupon.The securities will pay a contingent couponbut only ifthe closing level of the underlier isgreater than orequal tothe coupon barrier level on the related observation date. However, if the closing level of the underlier isless thanthecoupon barrier level on any observation date, we will pay no interest with respect to the related interest period.￭Automatic early redemption.The securities will be automatically redeemed if the closing level of the underlier isgreater than orequal tothe call threshold level on any redemption determination date for an early redemption payment equal to the statedprincipal amountplusthe contingent coupon with respect to the related interest period. No further payments will be made on thesecurities once they have been automatically redeemed.￭Payment at maturity.If the securities have not been automatically redeemed prior to maturity and the final level isgreater than orequal tothe 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 isless thanthe downside thresholdlevel, investors will lose 1% for every 1% decline in the level of the underlier over the term of the securities.Under thesecircumstances, the payment at maturity will be significantly less than the stated principal amount and could be zero.￭The securities are for investors who seek an opportunity to earn interest at a potentially above-market rate in exchange for the riskof losing a significant portion or all of their principal and the risk of receiving no coupons over the entire term of the securities. Youwill not participate in any appreciation of the underlier.Investors in the securities must be willing to accept the risk of losingtheir entire initial investment.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 accessto, any underlying reference asset or assets. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanyingproduct 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 “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 Morgan Stanley Finance LLC 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 that the securities comprise both a debt component and aperformance-based component linked to the underlier. The estimated value of the securities is determined using our own pricingand valuation models, market inputs and assumptions relating to the underlier, instruments based on the underlier, volatility andother factors including current and expected interest rates, as well as an interest rate related to our secondary market cred