摩根士丹利美股招股说明书(2025-10-14版)

STRUCTURED INVESTMENTSOpportunities in U.S. Equities $30,273,000 Digital S&P 500®Index-Linked Notes due February 9, 2028 Fully and Unconditionally Guaranteed by Morgan Stanley Principal at Risk Securities The notesare unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionallyguaranteed by Morgan Stanley. The notes will not bear interest.The amount that you will be paid on your notes onthe stated maturity date (February 9, 2028, subject to postponement) is based on the performance of the S&P 500®Indexas measured from the trade date (October 9, 2025) to and including the determination date (February 7, 2028, subject topostponement). If the final underlier level on the determination date is greater than or equal to 87.50% of the initialunderlier level, you will receive an amount equal to the maximum settlement amount ($1,193.90 for each $1,000 faceamount of your notes).However, if the underlier declines by more than 12.50% from the initial underlier level, thereturn on your notes will be negative. You could lose your entire investment in the notes.The notes are notesissued 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 yourinvestment. These notes are not secured obligations and you will not have any security interest in, or otherwisehave any access to, any underlying reference asset or assets. To determine your payment at maturity, we will calculate the underlier return, which is the percentage increase or decreasein the final underlier level from the initial underlier level. On the stated maturity date, for each $1,000 face amount of yournotes, you will receive an amount in cash equal to: ●if the underlier return isgreater thanorequal to-12.50% (the final underlier level is greater than or equal to 87.50% ofthe initial underlier level), the maximum settlement amount of $1,193.90 per note, or 119.39% of the face amount; or●if the underlier return isless than-12.50% (the final underlier level is less than 87.50% of the initial underlier level),thesumof (i)$1,000plus(ii)theproductof (a)$1,000times(b)approximately 1.1429times(c)thesumof theunderlier returnplus12.50%.Under these circumstances, you will lose some or all of your investment. You should read the additional disclosure herein so that you may better understand the terms and risks of your investment. The estimated value on the trade date is $996.20 per note. See “Estimated Value” on page 2. Pernote Total (1) Morgan Stanley & Co. LLC (“MS & Co.”) will sell all of the notes that it purchases from us to an unaffiliated dealer at the original issue price of100.00%, or $1,000 per face amount of notes. Such dealer will sell the notes to investors at the same price without a discount or commission.Investors that purchase and hold the notes in fee-based accounts may be charged fees based on the amount of assets held in those accounts,including the notes. For more information, see “Additional Information About the Notes—Supplemental information regarding plan of distribution;conflicts of interest.” (2) See “Additional Information About the Notes—Use of proceeds and hedging” beginning on page 17. The notes involve risks not associated with an investment in ordinary debt securities. See “RiskFactors” beginning on page 9. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these notes, ordetermined if this document or the accompanying product supplement, index supplement and prospectus is truthful orcomplete. Any representation to the contrary is a criminal offense. The notes are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any othergovernmental agency or instrumentality, nor are they obligations of, or guaranteed by, a bank. You should read this document together with the related product supplement, index supplement and prospectus, each ofwhich can be accessed via the hyperlinks below. When you read the accompanying product supplement and indexsupplement, please note that all references in such supplements to the prospectus dated November 16, 2023, or to anysections therein, should refer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sections ofsuch prospectus, as applicable. Please also see “Final Terms” on page 3 and “Additional Information About the Notes” onpage 17. About Your Prospectus The notes are notes issued as part of MSFL’s Series A Global Medium-Term Notes program. This prospectusincludes this pricing supplement and the accompanying documents listed below. This pricing supplementconstitutes a supplement to the documents listed below and should be read in conjunction with such documents: ●Prospectus dated April 12, 2024●Product Supplement dated November 16, 2023●Index Supplement dated November 16, 2023 When you read the accompanying p