摩根士丹利美股招股说明书(2025-10-15版)

JumpSecurities with Auto-Callable Feature due October 27, 2028Based on theWorst Performing of the S&P 500®Index, the S&P 500® Equal Weight Index and the DowJones Industrial AverageSM 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, index supplement and prospectus, assupplemented or modified by this document. The securities do not guarantee the repayment of principal and do not provide for the regularpayment of interest. ￭Automatic early redemption.The securities will be automatically redeemed if the closing level ofeachunderlier isgreater than or equaltoits call threshold level on any determination date for an early redemption payment that will increase over the term of the securities. Nofurther payments will be made 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 thanits initial level, investors will receive the stated principal amountplusthe upside payment. If the final level ofanyunderlier isequal to or less thanits initial level but the final level ofeachunderlier isgreater than or equal toits downside threshold level, investorswill receive only the stated principal amount at maturity. If, however, the final level ofanyunderlier isless thanits downside threshold level,investors will lose 1% for every 1% decline in the level of the worst performing 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 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 itsdownside threshold level will adversely affect your return on the securities, even if the other underliers have appreciated or have notdeclined as much. The securities are for investors who are willing to risk their principal and forgo current income in exchange for the possibility of receiving anearly redemption payment or payment at maturity that exceeds the stated principal amount.Investors in the securities must be willing toaccept the risk of losing their entire initial investment based on the performance of any underlier.The securities are notes issued aspart 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, anyunderlying 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, 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 supplement, index supplement and prospectus, each of which can be accessed via the hyperlinks below. When you read the accompanying index supplement, please note that all references in such supplement to the prospectus dated November 16, 2023, or to any sections therein, shouldrefer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. Please also see “Additional Terms of theSecurities” 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, 2025IndexSupplement dated November 16, 2023Prospectus dated April 12, 2024 Determination Dates, Early Redemption Dates and Early Redemption Payments 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 o