摩根士丹利美股招股说明书(2025-12-08版)

Variable Income Auto-Callable Notes due January 9, 2031Based on the Worst Performing of the Common Stock of Broadcom Inc., the Class A Common Stock of AppLovin Corporation, the Common Stock of Tesla, Inc., the Class A Common Stock of PalantirTechnologies Inc. and the Common Stock of Oracle CorporationFully and Unconditionally Guaranteed by Morgan Stanley ￭The notes are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by MorganStanley. The notes have the terms described in the accompanying product supplement and prospectus, as supplemented or modified bythis document. Variable coupon.The notes will pay a variable coupon on each coupon payment date, as follows: If, on any observation date, the closinglevel ofeachunderlier isgreater than or equal toits coupon barrier level, the notes will pay the higher coupon, at the annual rate specifiedherein, with respect to the related interest period. However, if the closing level ofanyunderlier isless thanits coupon barrier level on anyobservation date, the notes will pay only the lower coupon, at the annual rate specified herein, with respect to the related interest period. Automatic early redemption.The notes will be automatically redeemed if the closing level ofeachunderlier isgreater than or equal toitscall threshold level on any redemption determination date for an early redemption payment equal to the stated principal amountplusthehigher coupon with respect to the related interest period. No further payments will be made on the notes once they have been automaticallyredeemed. Payment at maturity.If the notes have not been automatically redeemed prior to maturity, investors will receive (in addition to theapplicable variable coupon with respect to the final interest period) the stated principal amount at maturity. The value of the notes is based on the worst performing underlier.The fact that the notes are linked to more than one underlier doesnot provide any asset diversification benefits and instead means that poor performance byanyunderlier will adversely affect your return onthe notes, regardless of the performance of the other underliers. The notes are for investors who are concerned about principal risk and who seek the repayment of principal and an opportunity to earninterest at a potentially above-market rate in exchange for the risk of receiving no higher coupons over the entire term of the notes. You willnot participate in any appreciation of any underlier.The notes are notes issued as part of MSFL’s Series A Global Medium-Term Notesprogram. All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. Thesenotes are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlyingreference asset or assets. Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $for each note they sell. See “Supplementalinformation regarding plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution (Conflicts of Interest)” in the accompanying productsupplement. The notes involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 9.The Securities and Exchange Commission and state securities regulators have not approved or disapproved these notes, or determined if this document or the accompanyingproduct supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.The notes are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor are theyobligations 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 the hyperlinks below. Please also see “AdditionalTerms of the Notes” and “Additional Information About the Notes” 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.Product Supplement for Notes dated February 7, 2025Prospectus dated April 12, 2024 Variable Income Auto-Callable Notes Variable Income Auto-Callable Notes Observation Dates and Expected Coupon Payment Dates Morgan Stanley Finance LLC Variable Income Auto-Callable Notes Variable Income Auto-Callable Notes Estimated Value of the Notes The original issue price of each note is $1,000. This price includes costs associated with issuing, selling, structuring and hedgingthe notes, which are borne by you, and, consequently, the estimated value of the notes on the pricing date will be less than$1,000. Our estimate of the value of the notes as determined on the pricing date will be within the range specified on the cov