摩根士丹利美股招股说明书(2025-10-23版)

Cash-Settled Equity-Linked Notes due October 13, 2028Based on the Performance of the Class A Common Stock of Datadog, Inc.Fully and Unconditionally Guaranteed by Morgan StanleyThe Cash-Settled Equity-Linked Notes due October 13, 2028Based on the Performance of the Class A Common Stock of Datadog, Inc., which we refer to as the notes, are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) andare fully and unconditionally guaranteed by Morgan Stanley. At maturity, you will receive for each $1,000 stated principalamount of notes that you hold an amount in cash equal to the greater of (1) $1,000 and (2) the cash amount, which will bebased on the arithmetic average of the closing price of the class A common stock of Datadog, Inc. (“DDOG Stock”) oneach of the three averaging dates shortly prior to the maturity date, compared with the exchange price of approximately136.00% of the share reference price. As the exchange price is significantly higher than the share reference price, unlessthe price of DDOG Stock has appreciated by more than approximately 36.00% across the averaging dates, the payment atmaturity will equal only $1,000 per note, and you will not receive any positive return on the stated principal amount of thenotes. In addition, we may, in certain circumstances, redeem the notes.The notes are being issued at a premium, but theamount of interest payable on the notes and the payment at maturity will be calculated based on the stated principalamount of the notes, which is lower than the issue price, and will not be adjusted based on the issue price. As a result,the return on your investment in the notes will be lower than it would have been if the issue price were equal to thestated principal amount.The notes are for investors who are concerned about principal risk, but seek a return based onDDOG Stock and who are willing to purchase the notes at a premium to the stated principal amount, earn interest at abelow-market rate and bear the risk of an early redemption of the notes in exchange for the repayment of principal atmaturity plus the potential for a cash amount based on the arithmetic average of the closing price of DDOG Stock on eachof the three averaging dates shortly prior to the maturity date as compared to the exchange price, which is significantlyhigher than the share reference price. The notes are notes issued as part of MSFL’s Series A Global Medium-Term NoteProgram. The notes offered hereby constitute a further issuance of, and will be consolidated with, the notes issued with the sameterms as those offered hereby on October 16, 2025 (the “existing notes”) and will form a single tranche with those existingnotes. The notes offered hereby will have the same CUSIP and ISIN as the existing notes and will trade, if at all,interchangeably with the existing notes. 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 otherwise haveany access to, any underlying reference asset or assets.•The stated principal amount of each note is $1,000. •The issue price of each note is $1,100.•We will pay interest on the notes at a rate of 1.00% per annum. Interest will be computed on a 30/360 day-count basisand will be paid semi-annually, on April 15, 2026, October 15, 2026, April 15, 2027, October 14, 2027, April 13,2028 and the maturity date.•At maturity, for each $1,000 stated principal amount of notes that you hold, you will receive the greater of (1) $1,000and (2) the cash amount, which will be based on the performance of DDOG Stock as described herein. In no eventwill the payment at maturity be less than $1,000 per note.•Unless the price of DDOG Stock has appreciated by more than approximately 36.00% across the averaging dates,the payment at maturity will equal only $1,000 per note, and you will not receive any positive return on the statedprincipal amount of the notes. Additionally, even if the payment at maturity is equal to the cash amount, thepayment at maturity will reflect only the appreciation of DDOG Stock in excess of the exchange price, and thatappreciation will be measured in terms of the exchange price, which is significantly greater than the sharereference price. For a detailed description of the payment at maturity, including how the cash amount isdetermined, see “Summary of Pricing Supplement—Payment at maturity” and “Description of Notes—Payment atMaturity.”•The share reference price is $163.06492. The share price for one share of DDOG Stock on any trading day means theclosing price, as further described below.•The pricing date is October 22, 2025.•The exchange price per share of DDOG Stock is equal to the share reference price multiplied by the sum of (i) oneand (ii) the exchange premium, subject to adjustments to the adjustment factor. The exchange premium is 36.00%.The initial exchange price is $221.7683. The exchange