摩根士丹利美股招股说明书(2025-12-10版)

Morgan Stanley Finance LLCSTRUCTURED INVESTMENTSOpportunities in U.S. Assets Market Linked Securities—Auto-Callable with Contingent Coupon and ContingentDownsidePrincipal at Risk Securities Linked to the iShares® Bitcoin Trust ETF due December 31, 2026Fully and Unconditionally Guaranteed by Morgan Stanley ￭Linked to the iShares®Bitcoin Trust ETF (the “underlying”)￭The securities offered are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. Unlike ordinary debt securities, thesecurities do not guarantee the payment of interest, do not guarantee the repayment of principal and are subject to potential automatic call prior to the maturity date upon the terms describedbelow. The securities have the terms described in the accompanying product supplement for principal at risk securities and prospectus, as supplemented or modified by this document.￭Contingent Coupon.The securities will pay a contingent coupon on a monthly basis until the earlier of the maturity date or automatic call if, and only if, the fund closing price on the calculationday for that month isgreater than or equal tothe coupon threshold price. However, if the fund closing price on a calculation day isless thanthe coupon threshold price, you will not receive anycontingent coupon payment for the relevant month. If the fund closing price isless thanthe coupon threshold price on every calculation day, you will not receive any contingent coupon paymentsthroughout the entire term of the securities.￭The coupon threshold price is equal to 60% of the starting price. The contingent coupon rate will be determined on the pricing date and will be at least 12.85%per annum.￭Automatic Call.Beginning after six months, the securities will be automatically called if the fund closing price on any of the calculation days (other than the final calculation day) isgreater than orequal tothe starting price for a cash payment equal to the face amountplusa final contingent coupon payment. No further payments will be made on the securities once they have been called.￭Potential Loss of Principal.If the securities are not automatically called prior to maturity, you will receive the face amount at maturity if, and only if, the ending price isgreater than or equal tothe downside threshold price. If the ending price isless thanthe downside threshold price, investors will be fully exposed to the decline in the underlying on a 1-to-1 basis and will receive amaturity payment amount that is less than 60% of the face amount of the securities and could be zero.￭Accordingly, investors in the securities must be willing to accept the risk of losing their entire initial investment and also the risk of not receiving any contingent coupon paymentsthroughout the entire term of the securities.￭The securities are for investors who 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 contingentcoupon payments over the entire term of the securities.￭Investors should be knowledgeable about the risks associated with cryptocurrencies and digital assets because the underlying seeks to reflect generally the performance of the price of bitcoin andtherefore the securities involve significant risks in investments tracking cryptocurrencies.Bitcoin has historically exhibited high price volatility relative to more traditional asset classes andhas experienced extreme volatility in recent periods and may continue to do so￭Investors will not participate in any appreciation of the underlying.￭The securities are notes issued as 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.￭These securities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any assets included in the underlying. The current estimated value of the securities is approximately $960.40 per security, or within $35.00 of that estimate. The estimated value of the securities is determined using our ownpricing and valuation models, market inputs and assumptions relating to the underlying, instruments based on the underlying, volatility and other factors including current and expectedinterest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondarymarket. See “Estimated Value of the Securities” on page 4. The securities have complex features and investing in the securities involves risks not associated with an investment in ordinary debtsecurities. See “Risk Factors” beginning on page 10. All payments on the securities are subject to our credit risk. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these sec