摩根士丹利美股招股说明书(2025-11-14版)

CallableContingent Income Buffered Securities due November 27, 2028Based on the Worst Performing of the Energy Select Sector SPDR®Fund, the Real Estate Select Sector SPDR® Fundand the Health Care Select Sector SPDR®Fund 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 by Morgan Stanley.The securities have the terms described in the accompanying product supplement, index supplement and prospectus, as supplemented or modifiedby this document. The securities do not provide for the regular payment of interest. ￭￭Contingent coupon.The securities will pay a contingent coupon but only if the closing level ofeachunderlier isgreater than or equal toits couponbarrier level on the related observation date. However, if the closing level ofanyunderlier isless thanits coupon barrier level on any observationdate, we will pay no interest with respect to the related interest period.￭Call feature.We will redeem the securities on any redemption date for a redemption payment equal to the stated principal amountplusanycontingent coupon otherwise due with respect to the related interest period, if and only if the output of a risk neutral valuation model on a businessday, as selected by the calculation agent, that is no earlier than three business days before the observation date preceding such redemption date andno later than such observation date, based on the inputs indicated under “Call feature” below, indicates that redeeming on such date is economicallyrational for us as compared to not redeeming on such date. An early redemption of the securities will not automatically occur based on theperformance of the underliers. No further payments will be made on the securities once they have been redeemed.￭Payment at maturity.If the securities have not been redeemed prior to maturity and the final level ofeachunderlier isgreater than or equal toitsbuffer level, investors will receive (in addition to the contingent coupon with respect to the final observation date, if payable) the stated principalamount at maturity. If, however, the final level ofanyunderlier isless thanits buffer level, investors will lose 1% for every 1% decline in the level ofthe worst performing underlier beyond the specified buffer amount.Under these circumstances, the payment at maturity will be less, and maybe significantly less, than the stated principal amount of the securities, subject to the minimum payment at maturity.￭The value of the securities is based on the worst performing underlier.The fact that the securities are linked to more than one underlier doesnot provide any asset diversification benefits and instead means that a decline in the level ofany underlierbeyond its coupon barrier level and/orbuffer level will adversely affect your return on the securities, even if the other underliers have appreciated or have not declined as much.￭The securities are for investors who are willing to risk their principal and accept the risk of receiving no coupons over the entire term of the securitiesand the risk of an early redemption of the securities based on the output of a risk neutral valuation model in exchange for the buffer feature and theopportunity to earn interest at a potentially above-market rate. You will not participate in any appreciation of any underlier.Investors in thesecurities must be willing to accept the risk of losing a significant portion of their initial investment based on the performance of anyunderlier.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. Thesesecurities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlyingreference asset or assets. (1)The securities will be sold only to investors purchasing the securities in fee-based advisory accounts.(2)MS & Co. expects to sell all of the securities that it purchases from us to an unaffiliated dealer at a price of $per security, for further sale to certain fee-basedadvisory accounts at the price to public of $1,000 per security. MS & Co. will not receive a sales commission with respect to the securities. See “Supplementalinformation regarding plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution (Conflicts of Interest)” in the accompanyingproduct supplement.(3)See “Use of Proceeds and Hedging” in the accompanying product supplement. The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning onpage 8. 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. Whenyou read the ac