摩根士丹利美股招股说明书(2025-12-18版)

STRUCTURED INVESTMENTS Buffered Step-Down Jump Securities with Auto-Callable Feature due December 21, 2028 Based on the Worst Performing of the S&P 500®Russell 2000® Fully and Unconditionally Guaranteed by Morgan Stanley Principal at Risk Securities The securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley.The securities have the terms described in the accompanying product supplement, index supplement and prospectus, as supplemented or modifiedby this document. The securities do not provide for the regular payment of interest. Automatic early redemption.The securities will be automatically redeemed if the closing level ofeachunderlier isgreater than or equal toitsthen-applicable call threshold level on any determination date for an early redemption payment that will increase over the term of the securities. Nofurther payments will be made on the securities once they have been automatically redeemed. Payment at maturity.If the securities have not been automatically redeemed prior to maturity and the final level ofeachunderlier isgreater than orequal toits upside threshold level, investors will receive a fixed positive return at maturity. If the final level ofanyunderlier isless thanits upsidethreshold level but the final level ofeachunderlier isgreater than or equal toits buffer level, investors will receive only the stated principal amountat maturity. If, however, the final level ofanyunderlier isless thanits buffer level, investors will lose 1% for every 1% decline in the level of the worstperforming underlier beyond the specified buffer amount.Under these circumstances, the payment at maturity will be less, and may be The value of the securities is based on the worst performing underlier.The fact that the securities are linked to more than one underlier doesnot provide any asset diversification benefits and instead means that a decline in the level of any underlier beyond its buffer level will adversely affectyour return on the securities, even if the other underliers have appreciated or have not declined as much. The securities are for investors who are willing to risk their principal and forgo current income in exchange for the buffer feature and the possibility ofreceiving an early redemption payment or payment at maturity that exceeds the stated principal amount. You will not participate in any appreciation ofany underlier.Investors in the securities must be willing to accept the risk of losing a significant portion of their initial investment based onthe performance of any underlier.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. Thesesecurities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlyingreference asset or assets. The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning onpage 12. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or theaccompanying product supplement, index 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 You should read this document together with the related product supplement, index supplement and prospectus, each of which can be accessed via the hyperlinksbelow. When you read the accompanying index supplement, please note that all references in such supplement to the prospectus dated November 16, 2023, or to anysections therein, should refer instead 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 Securities” and “Additional Information About the Securities” at the end of this document. 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 is 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 underliers. The estimated value of the securities is determined using our own pricingand valuation models, market inputs and assumptions relating to the underliers, instruments based on the underliers, volatility What determines the economic terms of the securities?