摩根士丹利美股招股说明书(2025-11-10版)

VariableIncome Auto-Callable Notes due September 30, 2030Based on the Worst Performing of the Common Stock of NVIDIA Corporation, the Common Stock of Tesla, Inc., the Common Stock of Broadcom Inc. and the Common Stock of UnitedHealth Group IncorporatedFully and Unconditionally Guaranteed by Morgan Stanley The notes are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by MorganStanley. The notes have the terms described in the accompanying product supplement and prospectus, as supplemented or modified bythis document. ￭Variable coupon.The notes will pay a variable coupon on each coupon payment date, as follows: If, on any observation date, the closinglevel ofeachunderlier isgreater than or equal toits coupon barrier level, the notes will pay the higher coupon, at the annual rate specifiedherein, with respect to the related interest period. However, if the closing level ofanyunderlier isless thanits coupon barrier level on anyobservation date, the notes will pay only the lower coupon, at the annual rate specified herein, with respect to the related interest period. Automatic early redemption.The notes will be automatically redeemed if the closing level ofeachunderlier isgreater than or equal toitscall threshold level on any redemption determination date for an early redemption payment equal to the stated principal amountplusthehigher coupon with respect to the related interest period. No further payments will be made on the notes once they have been automaticallyredeemed. 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 underlier doesnot provide any asset diversification benefits and instead means that poor performance byanyunderlier will adversely affect your return onthe 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 to earninterest at a potentially above-market rate in exchange for the risk of receiving no higher coupons over the entire term of the notes. You willnot participate in any appreciation of any underlier.The notes are notes issued as part of MSFL’s Series A Global Medium-Term Notesprogram. All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. Thesenotes are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlyingreference asset or assets. The notes are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor are theyobligations of, or guaranteed by, a bank. Variable Income Auto-Callable Notes Observation Dates and Expected Coupon Payment Dates Morgan Stanley Finance LLC 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