摩根士丹利美股招股说明书(2025-12-12版)

Morgan Stanley Finance LLCSTRUCTURED INVESTMENTS Opportunities in U.S. Equities Dual Directional Buffered PLUS Based on the Performance of the S&P 500®Index due January 4, 2028SM Buffered Performance Leveraged Upside SecuritiesFully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities The Dual Directional Buffered PLUS, or “Buffered PLUS,” are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. TheBuffered PLUS will pay no interest, provide a minimum payment at maturity of only 10% of the stated principal amount and have the terms described in the accompanying product supplement forPLUS, index supplement and prospectus, as supplemented or modified by this document. At maturity, if the underlying index hasappreciatedin value, investors will receive the stated principalamount of their investment plus leveraged upside performance of the underlying index, subject to the maximum upside payment at maturity. If the underlying index hasdepreciatedin value, but theunderlying index has not declined by more than the specified buffer amount, investors will receive the stated principal amount of their investment,plusan unleveraged positive return based on theabsolute value of the performance of the underlying index, which will effectively be limited to a maximum return of 10%. However, if the underlying index has declined by more than the bufferamount, the absolute return feature will no longer be available and investors will lose 1% for every 1% decline beyond the specified buffer amount, subject to the minimum payment at maturity of10% of the stated principal amount. Investors may lose up to 90% of the stated principal amount of the Buffered PLUS. The Buffered PLUS are for investors who seek an equity index-based returnand who are willing to risk their principal and forgo current income, and upside above the maximum upside payment at maturity in exchange for the leverage, buffer and absolute return features thatin each case apply to a limited range of performance of the underlying index. The Buffered PLUS are notes issued as part of MSFL’s Series A Global Medium-Term Notes program.The Buffered PLUS differ from the PLUS described in the accompanying product supplement for PLUS in that the Buffered PLUS offer the potential for a positive return at maturity ifthe underlying index depreciates by no more than 10%. The Buffered PLUS involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 7.The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanying productsupplement, index supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.The Buffered PLUS 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, index supplement and prospectus, each of which can be accessed via the hyperlinks below. When you read theaccompanying product supplement and index supplement, please note that all references in such supplements to the prospectus dated November 16, 2023, or to any sections therein, should referinstead to the accompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. Please also see “Additional Terms of the Buffered PLUS” and“Additional Information About the Buffered PLUS” at the end of this document.As used in this document, “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires. Product Supplement for PLUS dated November 16, 2023 Dual Directional Buffered PLUS Based on the Performance of the S&P 500®Index due January 4, 2028Buffered Performance Leveraged Upside SecuritiesSMPrincipal at Risk Securities Investment Summary Dual Directional Buffered Performance Leveraged Upside Securities Principal at Risk Securities The Dual Directional Buffered PLUS Based on the Performance of the S&P 500®Index due January 4, 2028 (the "Buffered PLUS")can be used: ￭As an alternative to direct exposure to the underlying index that enhances returns for a certain range of positive performance ofthe underlying index, subject to the maximum upside payment at maturity￭To enhance returns and potentially outperform the underlying index in a moderately bullish or moderately bearish scenario￭To achieve similar levels of upside exposure to the underlying index as a direct investment, subject to the maximum upsidepayment at maturity, while using fewer dollars by taking advantage of the leverage factor￭To obtain an unleveraged positive return for a limited range of negative performance of th