摩根士丹利美股招股说明书(2025-12-22版)

STRUCTURED INVESTMENTS Trigger Jump Securities due December 23, 2027 Based on the Performance of the S&P 500®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 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 or 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 of 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 their entire 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 your 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. Whenyou 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. Prospectus dated April 12, 2024 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 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 and 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 advantageous to us. If the issuing, selling, structuring and hedging costs borne byyou were lower or if the internal funding rate were higher, one or more of the economic terms of the securities would be more What is the relationship between the estimated value on the pricing date and the secondary market price of the securities? The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, includingthose related to the underlier, may vary from, and be lower than, the estimated value on the pricing date, because the secondarymarket price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would chargein a secondary market transaction of this type and other factors. However, because the costs associated with issuing, selling,structuring and hedging the securities are not fully deducted upon issuance, to the extent that MS & Co. may buy or sell the MS & Co. may, but is not obligated to, make a market in the securities, and, if it once chooses to make a market, may ceasedoing so at any time. Hypothetical Examples Hypothetical Payoff Diagram The payoff diagram below illustrates the payment at maturity for a range of hypothetical performances of the underlier over theterm of the securities, based on the following terms: Stated principal amount:$1,000 per securityUpside payment:$150 per security (15% of the stated principal amount)Maximum payment at maturity:$1,206 per security (120