摩根士丹利美股招股说明书(2025-10-16版)

JumpNotes with Auto-Callable Feature due October 28, 2030Based on the Worst Performing of the Russell 2000®Index, the Nasdaq-100® Fully and Unconditionally Guaranteed by Morgan Stanley￭ The notes are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by MorganStanley. The notes will pay no interest and have the terms described in the accompanying product supplement, index supplement andprospectus, as supplemented or modified by this document. Automatic early redemption.The notes will be automatically redeemed if the closing level ofeachunderlier isgreater than or equal toitscall threshold level on any determination date (other than the final determination date) for an early redemption payment that will increaseover the term of the notes. No further payments will be made on the notes once they have been automatically redeemed. Payment at maturity.If the notes have not been automatically redeemed prior to maturity and the final level ofeachunderlier isgreaterthan or equal toits call threshold level, investors will receive a fixed positive return at maturity. If, however, the final level ofanyunderlier isless thanits call threshold level, investors will receive only the stated principal amount at maturity. The value of the notes is based on the worst performing underlier. The fact that the notes are linked to more than one underlier doesnot provide any asset diversification benefits and instead means that poor performance byanyunderlier will adversely affect your return onthe notes, regardless of the performance of the other underliers. The notes are for investors who are concerned about principal risk and who are willing to forgo current income in exchange for therepayment of principal at maturity and the possibility of receiving an early redemption payment or payment at maturity that exceeds thestated principal amount. You will not participate in any appreciation of the underlier. The notes are notes issued as part of MSFL’s Series AGlobal 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. Thesenotes are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlyingreference asset or assets. The notes involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 8.The Securities and Exchange Commission and state securities regulators have not approved or disapproved these notes, 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 notes are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor are theyobligations 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. Please also see “Additional Terms of the Notes” and “Additional Information About theNotes” at the end of this document. Jump Notes with Auto-Callable Feature Jump Notes with Auto-Callable Feature Estimated Value of the Notes The original issue price of each note is $1,000. This price includes costs associated with issuing, selling, structuring and hedgingthe notes, which are borne by you, and, consequently, the estimated value of the notes on the pricing date will be less than$1,000. Our estimate of the value of the notes as determined on the pricing date will be within the range specified on the coverhereof 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 notes on the pricing date, we take into account that the notes comprise both a debt component and a performance-based component linked to the underliers. The estimated value of the notes is determined using our own pricing and valuationmodels, market inputs and assumptions relating to the underliers, instruments based on the underliers, volatility and other factorsincluding current and expected interest rates, as well as an interest rate related to our secondary market credit spread, which isthe implied interest rate at which our conventional fixed rate debt trades in the secondary market. What determines the economic terms of