摩根士丹利美股招股说明书(2025-12-16版)

Morgan Stanley Finance LLC STRUCTURED INVESTMENTS Opportunities in U.S. EquitiesTrigger Jump Securities Based on the Value of the Common Stock of NVIDIA Corporation due December 16, 2027 Fully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk SecuritiesThe Trigger Jump Securities, which we refer to as the securities, are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The securities will pay no interest and do not guarantee the return of any of the principal amount atmaturity. At maturity, you will receive for each security that you hold an amount in cash that will vary depending on the performance of the common stockof NVIDIA Corporation, as determined on the valuation date. If the underlying stock appreciates or does not depreciate at all over the term of thesecurities, you will receive for each security that you hold at maturity the upside payment of $605 per security in addition to the stated principal amount. Ifthe final share price is less than the initial share price but greater than or equal to the downside threshold level of 90% of the initial share price, meaningthat the underlying stock has depreciated by an amount less than or equal to 10%, you will receive a payment at maturity equal to the stated principalamount. However, if the final share price is less than the downside threshold level, meaning that the underlying stock has depreciated by more than 10%from its initial value, the payment due at maturity will be significantly less than the stated principal amount of the securities by an amount that isproportionate to the full percentage decrease in the final share price from the initial share price. Under these circumstances, the payment at maturity persecurity will be less than $900 and could be zero.Accordingly, you may lose your entire initial investment in the securities.The securities are forinvestors who seek an equity-based return and who are willing to risk their principal and forgo current income and returns above the upside payment inexchange for the upside payment feature that applies to a limited range of performance of the underlying stock. The securities are notes issued as part ofMSFL’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 underlying reference asset orassets. (1)Selected dealers, including Morgan Stanley Wealth Management (an affiliate of the agent), and their financial advisors will collectively receive from the agent, MS & Co., afixed sales commission of $20 for each security they sell. See “Supplemental information regarding plan of distribution; conflicts of interest.” For additional information, see“Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement for Jump Securities.(2)Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $5 for each security.(3)See “Use of proceeds and hedging” on page 13.The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 5. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, 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 securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor arethey obligations 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. When you read the accompanying product supplement, please note that all references in such supplement to the prospectus dated November 16, 2023, or to any sections therein, should refer insteadto the accompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. Please also see “Additional Terms of the Securities” and“Additional Information About the Securities” 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 Jump Securities dated November 16, 2023Prospectus dated April 12, 2024 Investment Summary Trigger Jump Securities Principal at Risk Securities The Trigger Jump Securities Based on the Value of the Common Stock of NVIDIA Corporation due December 16, 2027 (the“securities”) can be used: ￭As an alternative to direct exposure to the underlying stock that provides a fixe