摩根士丹利美股招股说明书(2025-12-09版)

Dual Directional Enhanced Buffered Jump Securities due March 22, 2027 Based on the Performance of the Common Stock of NVIDIA CorporationFully 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 MorganStanley. The securities will pay no interest and have the terms described in the accompanying product supplement and prospectus, assupplemented or modified by this document.￭ Digital payment.The digital payment specified herein will be paid on the securities at maturitybut only ifthe final level isgreater than orequal tothe digital threshold level on the observation date. ￭Payment at maturity.At maturity, if the final level isgreater than or equal tothe initial level, investors will receive the stated principalamountplusthe digital payment specified herein. If the final level isgreater than or equal tothe digital threshold level but isless thantheinitial level, investors will receive the stated principal amountplusthe digital payment specified hereinplusa positive return equal to (i) theabsolute value of the percentage decline in the level of the underliermultiplied by(ii) the absolute return participation rate. If the final level isless thanthe digital threshold level but isgreater than or equal tothe buffer level, investors will receive at maturity the stated principalamountplusa positive return equal to (i) the absolute value of the percentage decline in the level of the underliermultiplied by(ii) theabsolute return participation rate. If, however, the final level isless thanthe buffer level, investors will lose 1% for every 1% decline in thelevel of the underlier beyond the specified buffer amount.Under these circumstances, the payment at maturity will be less, and maybe 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 their principal andforgo current income and returns above the digital payment in exchange for the digital payment, absolute return participation and bufferfeatures, each of which applies to a limited range of performance of the underlier over the term of the securities.Investors in thesecurities must be willing to accept the risk of losing a significant portion of their initial investment.The securities are notes issuedas part of MSFL’s Series A Global Medium-Term Notes program.￭ All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. Thesesecurities are not secured obligations and you will not have any security interest in, or otherwise have any access to, anyunderlying reference asset or assets.TERMS Dual Directional Enhanced Buffered Jump Securities Dual Directional Enhanced Buffered Jump SecuritiesPrincipal at Risk Securities 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 willbe less than $1,000. Our estimate of the value of the securities as determined on the pricing date will be within the rangespecified on the cover hereof and will be set forth on the cover of the final pricing supplement. 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 andother factors including current and expected interest rates, as well as an interest rate related to our secondary market creditspread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary market. 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 morefavorable to you. 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 p