摩根士丹利美股招股说明书(2025-10-09版)

ConditionalLookback Entry Buffered PLUS with Downside Factor due October 10, 2030Based on the Worst Performing of theiShares®Russell 1000 Growth ETF, the iShares® S&P 500 Growth ETFand the S&P 500®Futures Excess Return IndexSM Buffered Performance Leveraged Upside SecuritiesFully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities ￭The Conditional Lookback Entry Buffered PLUS with Downside Factor (the “securities”) are unsecured obligations of Morgan Stanley Finance LLC(“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The securities will pay no interest, do not guarantee any return of principalat maturity and have the terms described in the accompanying product supplement, index supplement and prospectus, as supplemented or modifiedby this document. ￭Payment at maturity.At maturity, if a knock-in event has not occurred and (i) the final level ofeachunderlier isgreater thanits upside thresholdlevel, then investors will receive the stated principal amountplusthe leveraged upside payment, with respect to the initial level, or (ii) the final level ofanyunderlier isequal to or less thanits upside threshold level but the final level ofeachunderlier isgreater than or equal toits applicable bufferlevel, then investors will receive the stated principal amount. If a knock-in event has occurred and (i) the final level ofeachunderlier isgreater thanor equal to105% of its conditional lookback level, investors will receive the stated principal amountplusthe leveraged upside payment with respectto its conditional lookback level, or (ii) the final level ofeach underlier is less than the 105% of its conditional lookback level but greater than orequal to the applicable buffer level,then investors will receive the stated principal amount. However, if the final level of any underlier isless thanits applicable buffer level, then investors will lose 1.3333% for every 1% decline in the level of the worst performing underlier beyond the specifiedbuffer amount.Under these circumstances, the payment at maturity will be less, and may be significantly less, than the stated principalamount 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 one underlier doesnot provide any asset diversification benefits and instead means that a decline in the level of any underlier beyond its applicable buffer level willadversely affect your return on the securities, even if the other underliers have appreciated or have not declined as much. ￭The securities are for investors who seek a return based on the performance of the worst performing underlier and who are willing to risk theirprincipal and forgo current income in exchange for the conditional lookback feature used in adjusting the initial level of each underlier, the upsideleverage feature and the buffer feature that applies to any negative performance of the worst performing underlier over the term of the securities.Investors in the securities must be willing to accept the risk of losing their entire initial investment based on the performance of anyunderlier.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. Thesesecurities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlyingreference 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 $999.40 per security, for further sale to certain fee-based advisory 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“Supplemental information regarding plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution (Conflicts of Interest)” in theaccompanying product supplement.(3)See “Use of Proceeds and Hedging” in the accompanying product supplement. The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning onpage 7. 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, index 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 supplem