摩根士丹利美股招股说明书(2025-11-18版)

MorganStanley Finance LLC STRUCTURED INVESTMENTS Opportunities in U.S. Assets ContingentIncome Auto-Callable Securities due November 18, 2027 Based on the Performance of the iShares®Bitcoin Trust ETFFully 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 securitieshave the terms described in theaccompanying product supplement and prospectus, as supplemented or modified by this document. The securities do not guarantee the repayment of principal and do not provide for the regularpayment of interest. Instead, the securities will pay a contingent quarterly coupon (plus any previously unpaid contingent quarterly coupons from prior observation dates)but only ifthe determinationclosing price of the underlying shares isat or abovethe downside threshold level of 60% of the initial share price on the related observation date. If, however, the determination closing price islessthanthe downside threshold level on any observation date, we will pay no interest for the related quarterly period. In addition, the securities will be automatically redeemed if the determination closingprice isgreater than or equal tothe initial share price on any quarterly redemption determination date for the early redemption payment equal to the sum of the stated principal amount, the relatedcontingent quarterly coupon and any previously unpaid contingent quarterly coupons from prior observation dates. At maturity, if the securities have not previously been redeemed and the final shareprice isgreater than or equal tothe downside threshold level, the payment at maturity will be the stated principal amount, the related contingent quarterly coupon and any previously unpaid contingentcoupons from prior observation dates. If, however, the final share price isless thanthe downside threshold level, investors will be fully exposed to the decline in the underlying shares on a 1-to-1 basisand will receive a payment at maturity that is less than 60% of the stated principal amount of the securities and could be zero.Accordingly,investors in the securities must be willing to accept therisk of losing their entire initial investment and also the risk of not receiving any contingent quarterly coupons throughout the 2-year term of the securities.The securities are for investorswho are willing to risk their principal and seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of receiving no quarterly coupons over the entire 2-year term. You should read this document together with the related product supplement and prospectus, each of which can be accessed via the hyperlinks below. When you read the accompanyingproduct supplement, please note that all references in such supplement to the prospectus dated November 16, 2023, or to any sections therein, should refer instead to the accompanying prospectus dated April 12, 2024 orto the corresponding sections of such prospectus, as applicable. Please also see “Additional Terms of the Securities” and “Additional Information About the Securities” at the end of this document.References to “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires. Contingent Income Auto-Callable Securities due November 18, 2027Based on the Performance of the iShares®Bitcoin Trust ETFPrincipal at Risk Securities Investment Summary Contingent Income Auto-Callable Securities Contingent Income Auto-Callable Securities due November 18, 2027 Based on the Performance of the iShares®BitcoinTrust ETF (the “securities”) do not provide for the regular payment of interest. Instead, the securities will pay a contingentquarterly coupon (plus any previously unpaid contingent quarterly coupons from prior observation dates)but only ifthedetermination closing price of the underlying shares isat or above60% of the initial share price, which we refer to as thedownside threshold level, on the related observation date. If the determination closing price isless thanthe downsidethreshold level on any observation date, we will pay no coupon for the related quarterly period. It is possible that thedetermination closing price could remain below the downside threshold level for extended periods of time or eventhroughout the entire 2-year term of the securities so that you will receive few or no contingent quarterly coupons during the entire term of the securities.We refer to these coupons as contingent, because there is no guarantee that you will receive acoupon payment on any coupon payment date. Even if the underlying shares were to be at or above the downside If the final share price isgreater than or equal tothe downside threshold level, investors will receivethe stated principal amount and the contingent quarterly coupon with respect to the final observationdate and any pre