摩根士丹利美股招股说明书(2025-10-29版)

Morgan Stanley Finance LLC STRUCTURED INVESTMENTS Opportunities in U.S. Equities Contingent Income Auto-Callable Securities due November 10, 2028Based on the Performance of the Common Stock of Apple Inc. Fully and Unconditionally Guaranteed by Morgan Stanley Contingent Income Auto-Callable Securities do not guarantee the payment of interest or the repayment of principal. Instead, the securities offer the opportunity for investors toearn a contingent quarterly coupon at an annual rate of 9.50%, but only with respect to each determination date on which the determination closing price of the underlying stock isgreater than or equal to 80% of the initial share price, which we refer to as the downside threshold price. In addition, if the determination closing price of the underlying stock isgreater than or equal to the initial share price on any determination date, the securities will be automatically redeemed for an amount per security equal to the stated principalamount and the contingent quarterly coupon. However, if the securities are not automatically redeemed prior to maturity, the payment at maturity due on the securities will be asfollows: (i) if the final share price is greater than or equal to the downside threshold price, the stated principal amount and the contingent quarterly coupon with respect to the finaldetermination date, or (ii) if the final share price is less than the downside threshold price, investors will be exposed to the decline in the underlying stock on a 1-to-1 basis and willreceive a payment at maturity that is less than 80% of the principal amount of the securities and could be zero. Moreover, if on any determination date the determination closingprice of the underlying stock is less than the downside threshold price, you will not receive any contingent quarterly coupon for that quarterly period. As a result, investors must bewilling to accept the risk of not receiving any contingent quarterly coupons and also the risk of receiving a payment at maturity that is significantly less than the stated principalamount of the securities and could be zero.Accordingly, investors could lose their entire initial investment in the securities.The securities are for investors who are willing torisk their principal and seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of receiving few or no contingent quarterly coupons over the3-year term of the securities. Investors will not participate in any appreciation of the underlying stock. The securities are unsecured obligations of Morgan Stanley Finance LLC(“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The securities are 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 securedobligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets. (1)Selected dealers, including Morgan Stanley Wealth Management (an affiliate of the agent), and their financial advisors will collectively receive from the agent, MS & Co., afixed sales commission of $17.50 for each security they sell. See “Supplemental information regarding plan of distribution; conflicts of interest.” For additional information,see “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.(2)Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $5 for each security.(3)See “Use of proceeds and hedging” on page 20. The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning onpage 8. 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 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 and prospectus, each of which can be accessed via the hyperlinks below. When you read theaccompanying product supplement, please note that all references in such supplement to the prospectus dated November 16, 2023, or to any sections therein, should refer insteadto the accompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. Please also see “Additional Terms of the Securities” and“Additional Information About the Securities” at the end of this document.As used in this document, “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Mor