摩根士丹利美股招股说明书(2025-11-06版)

BufferedJump Securities with Auto-Callable Feature due May 3, 2027Based on the Performance of the Common Stock of Oracle Corporation Fully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities ￭The securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed byMorgan Stanley. The securities have the terms described in the accompanying product supplement and prospectus, assupplemented or modified by this document. The securities do not provide for the regular payment of interest. ￭Automatic early redemption.The securities will be automatically redeemed if the closing level of the underlier isgreater than orequal tothe call threshold level on any determination date (other than the final determination date) for an early redemptionpayment that will increase over the term of the securities. No further payments will be made on the securities once they have beenautomatically redeemed. ￭Payment at maturity.If the securities have not been automatically redeemed prior to maturity and the final level isgreater than orequal tothe call threshold level, investors will receive a fixed positive return at maturity. If the final level isless thanthe callthreshold level but isgreater than or equal tothe buffer level, investors will receive only the stated principal amount at maturity. If,however, the final level isless thanthe buffer level, investors will lose 1% for every 1% decline in the level of the underlier beyondthe specified buffer amount. Under these circumstances, the payment at maturity will be less, and may be significantly less, thanthe stated principal amount of the securities, subject to the minimum payment at maturity. ￭The securities are for investors who are willing to risk their principal and forgo current income in exchange for the buffer feature andthe possibility of receiving an early redemption payment or payment at maturity that exceeds the stated principal amount. You willnot participate in any appreciation of the underlier.Investors in the securities must be willing to accept the risk of losing asignificant portion of their initial investment.The securities are notes issued as part of MSFL’s Series A Global Medium-TermNotes 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 accessto, any underlying reference asset or assets. You should read this document together with the related product supplement and prospectus, each of which can be accessed via the hyperlinks below. Please alsosee “Additional Terms of the Securities” and “Additional Information About the Securities” at the end of this document.References to “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.Product Supplement for Principal at Risk Securities dated February 7, 2025Prospectus dated April 12, 2024 Estimated Value of the Securities The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring andhedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date isless than $1,000. Our estimate of the value of the securities as determined on the pricing date is set forth on the cover of thisdocument. What goes into the estimated value on the pricing date? In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and aperformance-based component linked to the underlier. The estimated value of the securities is determined using our own pricingand valuation models, market inputs and assumptions relating to the underlier, instruments based on the underlier, volatility andother factors 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. What determines the economic terms of the securities? In determining the economic terms of the securities, we use an internal funding rate, which is likely to be lower than oursecondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne byyou were lower or if the internal funding rate were higher, one or more of the economic terms of the securities would be morefavorable to you. What is the relationship between the estimated value on the pricing date and the secondary market price of the securities? The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, includingthose related to the underlier, may vary from, and be lower than, the estimated value on the pricing date, becaus