摩根士丹利美股招股说明书(2025-11-24版)

STRUCTURED INVESTMENTS EnhancedBuffered Jump Securities with Downside Factor due December 7, 2026Based on the Performance of the Class A Common Stock of Palantir Technologies Inc. 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 unconditionallyguaranteed by Morgan Stanley. The securities will pay no interest, do not guarantee any return of principal at maturity andhave the terms described in the accompanying product supplement and prospectus, as supplemented or modified by this Payment at maturity.At maturity, if the final level isgreater than or equal tothe buffer level, investors will receive thestated principal amountplusthe upside payment specified herein. If, however, the final level isless thanthe buffer level,investors will lose 1.4286% for every 1% decline in the level of the underlier beyond the specified buffer amount.Underthese circumstances, the payment at maturity will be less, and may be significantly less, than the stated principal ￭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 and returns above the upside payment in exchange for the upside payment and bufferfeatures, each of which applies to a limited range of performance of the underlier over the term of the securities.Investorsin the securities must be willing to accept the risk of losing their entire initial investment.The securities are notes All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of yourinvestment. These securities are not secured obligations and you will not have any security interest in, orotherwise have any access to, any underlying reference asset or assets. (2)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 “RiskFactors” beginning on page 5. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, ordetermined if this document or the accompanying product supplement and prospectus is truthful or complete. Any representation tothe 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 othergovernmental agency or instrumentality, nor are they obligations of, or guaranteed by, a bank.You should read this document together with the related product supplement and prospectus, each of which can be accessed via thehyperlinks below. Please also see “Additional Terms of the Securities” and “Additional Information About the Securities” at the end ofthis document.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 Principal at Risk Securities dated February 7,20252024 Enhanced Buffered Jump Securities with Downside Factor 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 isless than $1,000. Our estimate of the value of the securities as determined on the pricing date is set forth on the cover of this 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 by 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 deducte