摩根士丹利美股招股说明书(2025-12-22版)

Trigger Jump Securities due December 23, 2027Based on the Performance of the S&P 500® IndexFully and Unconditionally Guaranteed by Morgan StanleyPrincipal at Risk Securities ￭The securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionallyguaranteed by Morgan Stanley. The securities will pay no interest, do not guarantee any return of principal at maturity andhave the terms described in the accompanying product supplement, index supplement and prospectus, as supplemented ormodified by this document. ￭Payment at maturity.At maturity, if the final level isgreater than or equal tothe initial level, investors will receive thestated principal amountplusthegreater of(i) an amount in cash based on the underlier percent change and (ii) the upsidepayment specified herein, subject to the maximum payment at maturity. If the final level isless thanthe initial level but isgreater than or equal tothe downside threshold level, investors will receive only the stated principal amount at maturity. If,however, the final level isless thanthe downside threshold level, investors will lose 1% for every 1% decline in the level ofthe underlier over the term of the securities.Under these circumstances, the payment at maturity will be significantlyless than the stated principal amount and could be zero. ￭The securities are for investors who seek a return based on the performance of the underlier and who are willing to risk theirprincipal and forgo current income and returns above the maximum payment at maturity in exchange for the upside paymentfeature and the limited protection against loss of principal, each of which applies only to a certain range of performance ofthe underlier over the term of the securities.Investors in the securities must be willing to accept the risk of losing theirentire initial investment.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 yourinvestment. These securities are not secured obligations and you will not have any security interest in, orotherwise have any access to, any underlying reference asset or assets. 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, 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 instrumentality, nor arethey obligations 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 the accompanying index supplement, please note that all references in such supplement to the prospectus dated November 16, 2023, or to any sections therein, shouldrefer 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 theSecurities” and “Additional Information About the Securities” at the end of this document.References to “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires. 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 isless than $1,000. Our estimate of the value of the securities as determined on the pricing date is set forth on the cover of thisdocument. 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 underlier. The estimated value of the securities is determined using our own pricingand valuation models, market inputs and assumptions relating to the underlier, instruments based on the underlier, volatility andother factors including current and expected interest rates, as well as an interest rate related to our secondary market creditspread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary market. What determines the economic terms of the securities? In determining the economic terms of the securities, we use an internal funding rate, which is likely to be lower than oursecondary market credit spreads and therefore advant