摩根士丹利美股招股说明书(2025-10-20版)

DualDirectional Buffered Jump Securities due October 21, 2030 Based on the Performance of the S&P 500®Futures Excess Return IndexFully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities ￭The securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionallyguaranteed by Morgan Stanley. The securities will pay no interest and have the terms described in the accompanyingproduct supplement, index supplement and prospectus, as supplemented or modified by this document. ￭Payment at maturity.At maturity, if the final level isgreater than or equal tothe initial level, investors will receive thestated principal amountplusthe greater of (i) an amount in cash based on the underlier percent change and (ii) the upsidepayment specified herein. If the final level isless thanthe initial level but isgreater than or equal tothe buffer level,investors will receive at maturity the stated principal amountplusa positive return equal to (i) the absolute value of thepercentage decline in the level of the underliermultipliedby (ii) the absolute return participation rate. If, however, the finallevel isless thanthe buffer level, investors will lose 1% for every 1% decline in the level of the underlier beyond thespecified buffer amount. Under these circumstances, the payment at maturity will be less, and may be significantly less, thanthe stated principal amount of the securities, subject to the minimum payment at maturity. ￭The securities are for investors who seek a return based on the performance of the underlier and who are willing to risk theirprincipal and forgo current income and returns above the upside payment in exchange for the upside payment, buffer andthe absolute return participation features, each of which applies to a limited range of performance of the underlier over theterm of the securities.Investors in the securities must be willing to accept the risk of losing a significant portion oftheir 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 yourinvestment. These securities are not secured obligations and you will not have any security interest in, orotherwise have any access to, any underlying reference asset or assets. The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning onpage 6. 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 dated February 7, 2025Index Supplement dated November 16, 20232, 2024 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 isless than $1,000. Our estimate of the value of the securities as determined on the pricing date is set forth on the cover of thisdocument. 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 creditspread, which is the implied interest rate at which our conventional fixed rate debt