摩根士丹利美股招股说明书(2025-11-07版)

Opportunities in U.S. Equities CallableContingent Income Securities due November 18, 2027 Payments on the Securities Based on the Worst Performing of the Common Stock of EQT Corporation, the Common Stock of ExxonMobil Corporation and the Common Stock of Cheniere Energy, Inc.Fully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities The securities offered are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The securities have theterms described in the accompanying prospectus supplement and prospectus, as supplemented or modified by this document. The securities do not guarantee the repayment of principaland do not provide for the regular payment of interest. Instead, the securities will pay a contingent quarterly couponbut only ifthe determination closing price ofeach of the commonstock of EQT Corporation, the common stock of Exxon Mobil Corporation and the common stock of Cheniere Energy, Inc.oneach trading dayduring the applicable quarterlyobservation period isat or above75% of its respective initial share price, which we refer to as the respective coupon barrier level. If the determination closing priceof any underlyingstockis less than the respective coupon barrier level onany trading dayduring an observation period, we will pay no interest for the related quarterly period. In addition, beginning onNovember 27, 2026,we will redeem the securities on any quarterly redemption datefor a redemption payment equal to the sum of the stated principal amountplusany contingentquarterly coupon otherwise due with respect to the related observation period, if and only if the output of a risk neutral valuation model on a business day, as selected by the calculationagent, that is no earlier than three business days before the observation date preceding such redemption date and no later than such observation date, based on the inputs indicatedunder “Call feature” below, indicates that redeeming on such date is economically rational for us as compared to not redeeming on such date. An early redemption of the securities will notautomatically occur based on the performance of the underlying stocks. At maturity, if the securities have not previously been redeemed and the final share price ofeachunderlying stockis greater than or equal to 70% of the respective initial share price, which we refer to as the downside threshold level, the payment at maturity will be the stated principal amount and, ifpayable, the contingent quarterly coupon otherwise due with respect to the final observation period. If, however, the final share price ofanyunderlying stock is less than its downsidethreshold level, investors will be exposed to the decline in the worst performing underlying stock on a 1-to-1 basis and will receive a payment at maturity that is less than 70% of thestated principal 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 investmentbased on the performance of any underlying stock and also the risk of not receiving any quarterly coupons during the entire 2-year term of the securities.Because paymentson the securities are based on the worst performing of the underlying stocks, a decline beyond the respective coupon barrier level on any trading day during an observation period and/orbeyond the respective downside threshold level on the final observation date, as applicable, ofanyunderlying stock will result in the forfeiture of contingent quarterly coupons and/or asignificant loss of your investment, as applicable, even if the other underlying stocks have appreciated or have not declined as much. Investors will not participate in any appreciation inany underlying stock. The securities are for investors who are willing to risk their principal and seek an opportunity to earn interest at a potentially above-market rate in exchange for therisk of receiving no quarterly interest ifany underlying stockcloses below the respective coupon barrier level on any trading day during the related observation period, and the risk of anearly redemption of the securities based on the output of a risk neutral valuation model.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 andyou will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets.SUMMARY TERMS If the final share price ofeachunderlying stock isgreater than or equal toits respective downside threshold level: the stated principalamount and, if payable, the contingent quarterly coupon otherwise due with respect to the final observation period. Morgan Stanley & Co. LLC (“MS & Co.”), an affiliate of MSFL and a wholly owned subsidi