摩根士丹利美股招股说明书(2025-11-17版)

Morgan Stanley Finance LLC FixedRate Callable Notes due 2037 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 arenot secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset orassets. Prospectus datedApril 12, 2024 Fixed Rate Callable Notes The Notes The notes are debt securities of Morgan Stanley Finance LLC and are fully and unconditionally guaranteed by MorganStanley. An early redemption, in whole but not in part, will occur on a redemption date if and only if the output of a risk neutralvaluation model on the calendar day that is 13 calendar months prior to such redemption date, based on the inputsindicated in the call feature terms, indicates that redeeming on such date is economically rational for us as compared tonot redeeming on such date. Any redemption payment will be at a redemption price equal to 100% of the principal amountto be redeemed, plus accrued and unpaid interest thereon to but excluding the redemption date. If we call the notes, wewill give you noticeat least 5 business daysbefore the call date specified in the notice. On or before the redemptiondate, we will deposit with the trustee money sufficient to pay the redemption price of and accrued interest on the notes tobe redeemed on that date. If such money is so deposited, on and after the redemption date, interest will cease to accrueon the notes (unless we default in the payment of the redemption price and accrued interest) and such notes will cease tobe outstanding. We describe the basic features of these notes in the sections of the accompanying prospectus called“Description of Debt Securities—Fixed Rate Debt Securities” and prospectus supplement called “Description of Notes,”subject to and as modified by the provisions described below. For information regarding notices of redemption, see“Description of Debt Securities—Redemption and Repurchase of Debt Securities—Notice of Redemption” in theaccompanying prospectus. All payments on the notes are subject to our credit risk. The stated principal amount and issue price of each note is $1,000. This price includes costs associated with issuing,selling, structuring and hedging the notes, which are borne by you, and, consequently, the estimated value of the notes onthe pricing date is less than the issue price. We estimate that the value of each note on the pricing date is$954.90. 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 aperformance-based component linked to interest rates. The estimated value of the notes is determined using our ownpricing and valuation models, market inputs and assumptions relating to volatility and other factors including current andexpected interest rates, as well as an interest rate related to our secondary market credit spread, which is the impliedinterest 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, including the interest rate applicable to each interest payment period, weuse an internal funding rate, which is likely to be lower than our secondary market credit spreads and thereforeadvantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the internal fundingrate were higher, one or more of the economic terms of the securities 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, includingthose related to interest rates, may vary from, and be lower than, the estimated value on the pricing date, because thesecondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS &Co. would charge in a secondary market transaction of this type, the costs of unwinding the related hedging transactionsand other factors. MS & Co. may, but is not obligated to, make a market in the notes and, if it once chooses to make a market, may ceasedoing so at any time. Fixed Rate Callable Notes Risk Factors The notes involve risks not associated with an investment in ordinary fixed rate notes. This section describes the materialrisks relating to the notes. For a complete list of risk factors, please see the accompanying prospectus supplement andprospectus. Investors should consult their financial and legal advisers as to the risks entailed by an investment in thenotes and the suitability of the notes in light of their particular circumstances. Risks Relating to an Investment in the Notes ￭The notes have early redemption risk.Any early redemption, in whol