摩根士丹利美股招股说明书(2025-10-24版)

MorganStanleyFinanceLLCSTRUCTURED INVESTMENTSOpportunities in U.S. Equities MarketLinked Securities—Auto-Callable with Contingent Coupon and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc. and the Common Stock ofNVIDIA Corporation due November 2, 2028Fully and Unconditionally Guaranteed by Morgan Stanley ￭Linked to the lowest performing of the common stock of Amazon.com, Inc. and the common stock of NVIDIA Corporation (each referred to as an “underlying stock”)￭The securities offered are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. Unlike ordinarydebt securities, the securities do not guarantee the payment of interest, do not guarantee the repayment of principal and are subject to potential automatic call prior to thematurity date upon the terms described below. The securities have the terms described in the accompanying product supplement for principal at risk securities andprospectus, as supplemented or modified by this document.￭Contingent Coupon.The securities will pay a contingent coupon on a quarterly basis until the earlier of the maturity date or automatic call if, and only if, the stock closingprice of the lowest performing underlying stock on the calculation day for that quarter is greater than or equal to its coupon threshold price. However, if the stock closingprice of the lowest performing underlying stock on a calculation day is less than its coupon threshold price, you will not receive any contingent coupon for the relevantquarter. If the stock closing price of the lowest performing underlying stock is less than its coupon threshold price on every calculation day, you will not receive anycontingent coupons throughout the entire term of the securities. The coupon threshold price for each underlying stock is equal to 70% of its starting price. The contingentcoupon rate will be determined on the pricing date and will be at least 15.50% per annum.￭Automatic Call.The securities will be automatically called if the stock closing price of each underlying stock on any of the calculation days (other than the final calculationday) is greater than or equal to its respective call threshold price for a cash payment equal to the face amountplusa final contingent coupon payment. No further paymentswill be made on the securities once they have been called. The call threshold price for each underlying stock is equal to 90% of its starting price.￭Potential Loss of Principal.If the securities are not automatically called, you will receive the face amount at maturity if, and only if, the stock closing price of eachunderlying stock on the final calculation day is greater than or equal to its respective downside threshold price. If the stock closing price of either underlying stock on thefinal calculation day is less than its respective downside threshold price, investors will be fully exposed to the decline in the lowest performing underlying stock on a 1-to-1basis, and will receive a maturity payment amount that is less than 70% of the face amount of the securities and could be zero.￭Accordingly, investors in the securities must be willing to accept the risk of losing their entire initial investment and also the risk of not receiving anycontingent coupon payments throughout the entire term of the securities.￭Because all payments on the securities are based on the lowest performing underlying stock, a decline beyond the respective coupon threshold price or respectivedownside threshold price of either underlying stock will result in no contingent coupon payments or a significant loss of your investment, as applicable, even if the otherunderlying stock has appreciated or has not declined as much.￭The securities are for investors who are willing to risk their principal based on the lowest performing of two underlying stocks and who seek an opportunity to earn interest ata potentially above-market rate in exchange for the risk of receiving no contingent coupon payments over the entire term of the securities.￭Investors will not participate in any appreciation of either underlying stock.￭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 access to, either of the underlying stocks. The current estimated value of the securities is approximately $961.90 per security, or within $45.00 of that estimate.The estimated value of the securities is determined using our ownpricing and valuation models, market inputs and assumptions relating to the underlying stocks, instruments based on the underlying stocks, volatility and other factors including current andexpected interest rates, as well as an int