摩根士丹利美股招股说明书(2025-12-30版)

STRUCTURED INVESTMENTS Contingent Income Auto-Callable Securities due January 30, 2031 Based on the Performance of the S&P®U.S. Equity Momentum 40% VT 4% Decrement IndexFully and Unconditionally Guaranteed by Morgan Stanley Principal at Risk Securities the 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. 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 underlier was developed by S&P®Dow Jones Indices LLC, in coordination with Morgan Stanley, and was established on March 14,2022. For more information about the underlier, see the information set forth in the accompanying index supplement. 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 participate 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 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. 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 the References to “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.Product Supplement for Principal at Risk Securities dated February 7, 2025Index Supplement dated November 16, 20232, 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 will 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 The following hypothetical examples illustrate how to determine whether the securities will be automatically redeemed withrespect to a redemption determina