摩根士丹利美股招股说明书(2025-12-29版)

Morgan Stanley Finance LLC STRUCTURED INVESTMENTS Contingent Income Auto-Callable Securities due July 9, 2027Based on the Performance of the Common Stock of Tesla, Inc. Principal at Risk Securities ￭The securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by MorganStanley. The securities have the terms described in the accompanying product supplement and prospectus, as supplemented or modified bythis document. The securities do not guarantee the repayment of principal and do not provide for the regular payment of interest.￭Contingent coupon.The securities will pay a contingent couponbut only ifthe closing level of the underlier isgreater than or equal tothe coupon barrier level on the related observation date. However, if the closing level of the underlier isless thanthe coupon barrier levelon any observation date, we will pay no interest with respect to the related interest period.￭Automatic early redemption.The securities will be automatically redeemed if the closing level of the underlier isgreater than or equal tothe call threshold level on any redemption determination date for an early redemption payment equal to the stated principal amountplusthecontingent coupon with respect to the related interest period. No further payments will be made on the securities once they have beenautomatically redeemed. ￭Payment at maturity.If the securities have not been automatically redeemed prior to maturity and the final level isgreater than or equaltothe downside threshold level, investors will receive (in addition to the contingent coupon with respect to the final observation date, ifpayable) 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 underlier over the term of the securities.Under these circumstances, the payment at maturity will ￭The securities are for investors who seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of losinga significant portion or all of their principal and the risk of receiving no coupons over the entire term of the securities. You will not participatein any appreciation of the underlier.Investors in the securities must be willing to accept the risk of losing their entire initialinvestment.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, anyunderlying reference asset or assets. The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning onpage 8. 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 are You should read this document together with the related product supplement and prospectus, each of which can be accessed via the hyperlinks below. Please also see “AdditionalTerms of the Securities” 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 willbe less than $1,000. Our estimate of the value of the securities as determined on the pricing date will be within the range 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