摩根士丹利美股招股说明书(2025-12-11版)

Cash-Settled Equity-Linked Notes due December 14, 2028Based on the Performance of the Class A Common Stock of Alphabet Inc.Fully and Unconditionally Guaranteed by Morgan StanleyThe Cash-Settled Equity-Linked Notes due December 14, 2028Based on the Performance of the Class A Common Stock of Alphabet Inc., which we refer to as the notes, are unsecured obligations ofMorgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by MorganStanley. At maturity, you will receive for each $1,000 stated principal amount of notes that you holdan amount in cash equal to the greater of (1) $1,000 and (2) the cash amount, which will be based onthe arithmetic average of the closing price of the class A common stock of Alphabet Inc. (“GOOGLStock”) on each of the three averaging dates shortly prior to the maturity date compared with theexchange price of approximately 150.00% of the share reference price. As the exchange price issignificantly higher than the share reference price, unless the price of GOOGL Stock has appreciatedby more than approximately 50.00% across the averaging dates, the payment at maturity will equalonly $1,000 per note, and you will not receive any positive return on the stated principal amount of thenotes. In addition, we may, in certain circumstances, redeem the notes.The notes are for investorswho are concerned about principal risk, but seek a return based on GOOGL Stock and who arewilling to bear the risk of an early redemption of the notes in exchange for the repayment of principalat maturity plus the potential for a cash amount based on the arithmetic average of the closing priceof GOOGL Stock on each of the three averaging dates shortly prior to the maturity date as comparedto the exchange price, which is significantly higher than the share reference price. The notes are notesissued as part of MSFL’s Series A Global Medium-Term Note Program. All payments are subject to our credit risk. If we default on our obligations, you could lose some orall of your investment. These notes are not secured obligations and you will not have any securityinterest in, or otherwise have any access to, any underlying reference asset or assets.•The stated principal amount and issue price of each note is $1,000. •We will not pay interest on the notes.•At maturity, for each $1,000 stated principal amount of notes that you hold, you will receive thegreater of (1) $1,000 and (2) the cash amount, which will be based on the performance of GOOGLStock as described herein. In no event will the payment at maturity be less than $1,000 per note.•Unless the price of GOOGL Stock has appreciated by more than approximately 50.00% acrossthe averaging dates, the payment at maturity will equal only $1,000 per note, and you will notreceive any positive return on the stated principal amount of the notes. Additionally, even if thepayment at maturity is equal to the cash amount, the payment at maturity will reflect only theappreciation of GOOGL Stock in excess of the exchange price, and that appreciation will bemeasured in terms of the exchange price, which is significantly greater than the share referenceprice. For a detailed description of the payment at maturity, including how the cash amount isdetermined, see “Summary of Pricing Supplement—Payment at maturity” and “Description ofNotes—Payment at Maturity.”•The share reference price is $317.059.•The pricing date is December 10, 2025.•The exchange price per share of GOOGL Stock is equal to the share reference price multiplied bythe sum of (i) one and (ii) the exchange premium, subject to adjustments to the adjustment factor.The exchange premium is 50.00%. The initial exchange price is $475.5885. The exchange ratiois, on any day, the result of the division of the stated principal amount by the exchange price ineffect on such day.•In connection with certain events that could affect or are related to GOOGL Stock, theextraordinary event payment feature will be triggered, in which case the amount you receive atmaturity will not reflect, and you will not participate in, any appreciation in the price of GOOGLStock. Extraordinary event means any of: (i) all traded option contracts in respect of shares ofGOOGL Stock are settled; (ii) a nationalization; (iii) a delisting; or (iv) a change in law. For adetailed description of the extraordinary event payment feature, including the amounts payable ifit is triggered, see “Summary of Pricing Supplement—Extraordinary event payment feature inconnection with certain events that could affect or are related to GOOGL Stock” and“Description of Notes—Extraordinary Events.”•Investing in the notes is not equivalent to investing in GOOGL Stock.•The notes will not be listed on any securities exchange. •The estimated value of the notes on the pricing date will be approximately $985.50 per note, orwithin $30.00 of that estimate. See “Summary of Pricing Supplement” beginning on PS-3.•The CUSIP number for the notes is 61779TU62. The ISIN number