摩根士丹利美股招股说明书(2025-10-22版)

ContingentIncome Auto-Callable Securities due October 27, 2028Based on the Performance of the Common Stock of Stanley Black & Decker, Inc. 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 byMorgan Stanley. The securities have the terms described in the accompanying product supplement and prospectus, assupplemented or modified by this document. The securities do not guarantee the repayment of principal and do not provide for theregular payment of interest. ￭Contingent coupon.The securities will pay a contingent couponbut only ifthe closing level of the underlier isgreater than orequal tothe coupon barrier level on the related observation date. However, if the closing level of the underlier isless thanthecoupon barrier level on any observation date, we will pay no interest with respect to the related interest period. Automatic early redemption.The securities will be automatically redeemed if the closing level of the underlier isgreater than orequal tothe call threshold level on any redemption determination date for an early redemption payment equal to the statedprincipal amountplusthe contingent coupon with respect to the related interest period. No further payments will be made on thesecurities once they have been automatically redeemed. Payment at maturity.If the securities have not been automatically redeemed prior to maturity and the final level isgreater than orequal tothe downside threshold level, investors will receive (in addition to the contingent coupon with respect to the finalobservation date, if payable) the stated principal amount at maturity. If, however, the final level isless thanthe downside thresholdlevel, investors will lose 1% for every 1% decline in the level of the 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 securities are for investors who seek an opportunity to earn interest at a potentially above-market rate in exchange for the riskof losing a significant portion or all of their principal and the risk of receiving no coupons over the entire term of the securities. Youwill not participate in any appreciation of the underlier.Investors in the securities must be willing to accept the risk of losingtheir entire 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 your investment.These securities are not secured obligations and you will not have any security interest in, or otherwise have any accessto, any underlying reference asset or assets. Morgan Stanley Finance LLC 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 on the cover of the final pricing supplement. 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 trades in the secondary market. What determines the economic terms of the securities? In determining the economic terms of the securities, we use an internal funding rate, which is likely to be lower than oursecondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne byyou were lower or if the internal funding rate were higher, one or more of the economic terms of the securities would be morefavorable to you. What is the relationship between the estimated value on the pricing date and the secondary market price of the securities? The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, includingthose related to the underlier, may vary from, and be lower than, the estimated value on the pricing date, because the secondarymarket price takes into account our secondary market credit spread as well as th