摩根士丹利美股招股说明书(2025-11-20版)

Morgan Stanley Finance LLCSTRUCTURED INVESTMENTS BufferedPLUS due November 29, 2030 Based on the Performance of the S&P 500®Futures Excess Return IndexBuffered Performance Leveraged Upside Securities℠Fully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities ￭The Buffered PLUS (the “securities”) are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully andunconditionally guaranteed by Morgan Stanley. The securities will pay no interest and have the terms described in theaccompanying product supplement, index supplement and prospectus, as supplemented or modified by this document.￭Payment at maturity.At maturity, if the final level isgreater thanthe initial level, investors will receive the stated principal amountplusthe leveraged upside payment. If the final level isequal to or less thanthe initial level but isgreater than or equal tothebuffer level, investors will receive only the stated principal amount at maturity. If, however, the final level isless thanthe bufferlevel, investors will lose 1% for every 1% decline in the level of the underlier beyond the specified buffer amount. Under thesecircumstances, the payment at maturity will be less, and may be significantly less, than the stated principal amount of the securities,subject to the minimum payment at maturity. The securities are for investors who seek a return based on the performance of the underlier and who are willing to risk theirprincipal and forgo current income in exchange for the upside leverage feature and the buffer feature, each of which applies to acertain range of performance of the underlier over the term of the securities.Investors in the securities must be willing toaccept the risk of losing a significant portion of theirinitial investment.The securities are notes issued as part of MSFL’s 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 are not secured obligations and you will not have any security interest in, or otherwise have any accessto, any underlying reference asset or assets. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanyingproduct supplement, index supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.The securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor arethey obligations of, or guaranteed by, a bank. you read the accompanying index supplement, please note that all references in such supplement to the prospectus dated November 16, 2023, or to any sections therein, shouldrefer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. Please also see “Additional Terms of theSecurities” and “Additional Information About the Securities” at the end of this document. Estimated Value of the Securities The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring andhedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date will What goes into the estimated value on the pricing date? In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and aperformance-based component linked to the underlier. The estimated value of the securities is determined using our own pricingand valuation models, market inputs and assumptions relating to the underlier, instruments based on the underlier, volatility and What determines the economic terms of the securities? In determining the economic terms of the securities, we use an internal funding rate, which is likely to be lower than oursecondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne byyou were lower or if the internal funding rate were higher, one or more of the economic terms of the securities would be more What is the relationship between the estimated value on the pricing date and the secondary market price of the securities? The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, includingthose related to the underlier, may vary from, and be lower than, the estimated value on the pricing date, because the secondarymarket price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would chargein a secondary market transaction of this type and other factors. However, because the costs associated with issuing, selling,structuring and hedging the securities are not fully deducted upon issuance, to the extent that MS & Co