摩根士丹利美股招股说明书(2025-11-12版)

PartialPrincipal at Risk Notes due November 18, 2030Based on a Performance-Allocation Basket Fully and Unconditionally Guaranteed by Morgan Stanley The notes are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. Thenotes will pay no interest, provide for the return of only the partial principal return amount, which is less than the stated principal amount at maturityand have the terms described in the accompanying product supplement, index supplement and prospectus, as supplemented or modified by thisdocument. ￭￭The weighting for each basket component is not set at the beginning of the term of the notes. Instead, in measuring the performance of the underlieras a whole as of the observation date, each basket component will be allocated a weighting based on the relative performance of the basketcomponents compared to each other.￭Payment at maturity.At maturity, if the basket performance factor ispositive, investors will receive the stated principal amountplusthe upsidepayment, subject to the maximum payment at maturity. If, however, the basket performance factor iszero or negative, investors will lose 1% forevery 1% decline in the level of the underlier over the term of the notes, subject to the partial principal return amount.￭The notes are for investors who are concerned about principal risk but who seek a return based on the allocated performance of the basketcomponents and who are willing to forgo current income in exchange for the repayment of at least the partial principal return amount at maturity andthe potential to receive a positive return. The notes 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 notes arenot secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset orassets. (1)Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $25 for each note they sell. See“Supplemental information regarding plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution (Conflicts of Interest)” in theaccompanying product supplement.(2)See “Use of Proceeds and Hedging” in the accompanying product supplement.The notes involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 7. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these notes, or determined if this documentor the accompanying product supplement, index supplement and prospectus is truthful or complete. Any representation to the contrary is a criminaloffense.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 they obligations of, or guaranteed by, a bank.You should read this document together with the related product supplement, index supplement and prospectus, each of which can be accessed via the hyperlinks below. When you read the accompanying index supplement, please note that all references in such supplement to the prospectus datedNovember 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sectionsof such prospectus, as applicable. Please also see “Additional Terms of the Notes” and “Additional Information About the Notes” at the end of thisdocument. 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 Notes dated February 7, 2025Index Supplement dated November 16, 2023 Prospectus dated April 12, 2024 Partial Principal at Risk 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 will be less than$1,000. Our estimate of the value of the notes as determined on the pricing date will be within the range specified on the coverhereof and will be set forth on the cover of the final pricing supplement. 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 basket components. The estimated value of the notes is determined using our own pricing andvaluation models, market inputs and assumptions relating to the basket components, instruments based on the basketcomponents, volatility and other factors including current and expected interest rates,