摩根士丹利美股招股说明书(2025-10-27版)

VariableIncome Auto-Callable Notes due October 28, 2030 Based on the Worst Performing of the Common Shares of Celestica Inc., the Class A CommonStock of Snap Inc. and the Class A Common Stock of The Trade Desk, Inc.Fully and Unconditionally Guaranteed by Morgan Stanley ￭Variable coupon.The notes will pay a variable coupon on each coupon payment date, as follows: If, on any observation date, theclosing level ofeachunderlier isgreater than or equal toits coupon barrier level, the notes will pay the higher coupon, at theannual rate specified herein, with respect to the related interest period. However, if the closing level ofanyunderlier isless thanitscoupon barrier level on any observation date, the notes will pay only the lower coupon, at the annual rate specified herein, withrespect to the related interest period. Automatic early redemption.The notes will be automatically redeemed if the closing level ofeachunderlier isgreater than orequal toits call threshold level on any redemption determination date for an early redemption payment equal to the stated principalamountplusthe higher coupon with respect to the related interest period. No further payments will be made on the notes once theyhave been automatically redeemed. Payment at maturity.If the notes have not been automatically redeemed prior to maturity, investors will receive (in addition to theapplicable variable coupon with respect to the final interest period) 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 underlierdoes not provide any asset diversification benefits and instead means that poor performance byanyunderlier will adversely affectyour return on the notes, regardless of the performance of the other underliers. ￭The notes are for investors who are concerned about principal risk and who seek the repayment of principal and an opportunity toearn interest at a potentially above-market rate in exchange for the risk of receiving no higher coupons over the entire term of thenotes. You will not participate in any appreciation of any underlier.The notes are notes issued as part of MSFL’s Series A GlobalMedium-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 notes are not secured obligations and you will not have any security interest in, or otherwise have any access to,any underlying reference asset or assets. Variable Income Auto-Callable Notes Observation Dates and Expected Coupon Payment Dates Morgan Stanley Finance LLC Variable Income Auto-Callable Notes Variable Income Auto-Callable Notes 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 is less than $1,000.Our estimate of the value of the notes as determined on the pricing date is set forth on the cover of this document. 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 the notes? In determining the economic terms of the notes, we use an internal funding rate, which is likely to be lower than our secondarymarket credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you werelower or if the internal funding rate were higher, one or more of the economic terms of the notes would be more favorable to you. What is the relationship between the estimated value on the pricing date and the secondary market price of the notes? The price at which MS & Co. purchases the notes in the secondary market, absent changes in market conditions, including thoserelated to the underliers, 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 the bid-offer spread that MS & Co. would chargein a secondary market transaction of this type and other factors. However, because the costs associated with issuing, selling,structuring and hedging the notes are not fully deducted upon issuance, to the extent that MS & Co. may buy or sell the notes inthe secondary mark