摩根士丹利美股招股说明书(2025-11-03版)

Morgan Stanley Finance LLCAutocallable Participation Notes Linked to the S&P 500® IndexFully and Unconditionally Guaranteed by Morgan Stanley ￭Maturity of approximately three years, if not called on the Call Observation Date￭Automatic call of the notes at $10.75 if the S&P 500®Index (the “Market Measure”) is equal to or greater than 90% of the Starting Value on the Call ObservationDate. If the notes are called, on the Call Payment Date you will receive the Call Payment, and no further amounts will be payable on the notes￭The Call Observation Date will occur approximately one year after the pricing date￭If not called on the Call Observation Date, at maturity:￭If the Ending Value of the Market Measure is equal to or greater than 90% of the Starting Value, you will receive 1-to-1 exposure to increases in the MarketMeasure from 90% of the Starting Value￭If the Ending Value of the Market Measure is less than 90% of the Starting Value, 1-to-1 downside exposure to decreases in the Market Measure beyond a10% decline, with up to 90% of the principal amount at risk￭All payments are subject to the credit risk of Morgan Stanley Finance LLC, as issuer of the notes, and the credit risk of Morgan Stanley, as guarantor of thenotes￭No periodic interest payments￭Limited secondary market liquidity, with no exchange listing The notes are being issued by Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed byMorgan Stanley. Investing in the notes involves a number of risks. There are important differences between the notesand a conventional debt security, including different investment risks and certain additional costs. See “Risk Factors”beginning on page TS-8 of this pricing supplement and “Risk Factors” on page PS-8 of the accompanying productsupplement and page 7 of the accompanying prospectus.The initial estimated value of the notes as of the pricing date is $9.808per unit,which is less than the public offering price listed below.The estimated value of the notes is determined using our own pricing and valuation models, marketinputs and assumptions relating to the Market Measure, instruments based on the Market Measure, volatility and otherfactors 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.See“Summary” on the following page, “Risk Factors” beginning on page TS-8 of this pricing supplement and “Structuring the Notes”on page TS-13 of this pricing supplement for additional information. The actual value of your notes at any time will reflect manyfactors and cannot be predicted with accuracy._________________________ None of the Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body hasapproved or disapproved of these notes or determined if this Note Prospectus (as defined below) is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The notes are not deposits or savings accounts and are not insured by theFederal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor are they obligations of, orguaranteed by, a bank.You should read this document together with the related product supplement for principal-at-risk notes and prospectus, each of which can be accessed via the hyperlinks below. As used in this document, “we,” “us” and “our” refer to Morgan Stanley or MSFL,or Morgan Stanley and MSFL collectively, as the context requires._______________________ Public offeringpriceUnderwriting discount(1)Proceeds, before expenses, to MSFL(2) Summary The Autocallable Participation Notes Linked to the S&P 500®Index, due November 6, 2028 (the “notes”) are senior unsecured medium-term notesissued by MSFL. Payments on the notes are fully and unconditionally guaranteed by Morgan Stanley. The notes and the related guarantee are notinsured by the Federal Deposit Insurance Corporation or secured by collateral. The notes will rank equally in right of payment with all otherunsubordinated and unsecured obligations of MSFL from time to time outstanding, except obligations that are subject to any priorities orpreferences by law. The guarantee of the notes will rank equally in right of payment with all other unsubordinated and unsecured obligations ofMorgan Stanley, except obligations that are subject to any priorities or preferences by law, and senior in right of payment to its subordinatedobligations.Any payments due on the notes, including any repayment of principal, will be subject to our and Morgan Stanley’s creditrisk. If we default on our obligations under the notes, you could lose some or all of your investment.The notes will be automatically calledif the Observation Value of the Market Measure on the Call Observation Date is equal to or greater than the Call Value. If your notes are called,you will receive the Cal