[424B2] MORGAN STANLEY Prospectus Supplement
Morgan Stanley Finance LLC filed a preliminary 424(b)(2) pricing supplement for Contingent Income Auto-Callable Securities due October 26, 2028, fully and unconditionally guaranteed by Morgan Stanley. These principal-at-risk notes are linked to the worst performing of the Nasdaq‑100, Dow Jones Industrial Average and Russell 2000.
The notes pay a 7.50% annual contingent coupon only if, on each observation date, the closing level of each index is at or above its coupon barrier (70% of its initial level). They auto‑redeem at par plus the coupon if, on a redemption determination date (first on April 22, 2026), each index is at or above 100% of its initial level.
If not called, at maturity investors receive par only if the final level of each index is at or above its 70% downside threshold; otherwise, the payoff is reduced 1% for every 1% decline of the worst performer, which can result in a total loss. Issue price is $1,000 per security; the estimated value on the pricing date is approximately $965.50 per security. All payments are subject to issuer and guarantor credit risk. The securities will not be listed.
Morgan Stanley Finance LLC ha presentato un supplemento di prezzo preliminare 424(b)(2) per Contingent Income Auto-Callable Securities con scadenza al 26 ottobre 2028, interamente e incondizionatamente garantito da Morgan Stanley. Questi titoli a rischio principale sono collegati al peggior rendimento tra Nasdaq-100, Dow Jones Industrial Average e Russell 2000.
I titoli pagano un coupond contingente annuo del 7,50% solo se, in ciascuna data di osservazione, la chiusura di ciascun indice è pari o superiore al proprio ostacolo di coupon (70% del livello iniziale). Si autogenerano a rimborso a valore nominale più il coupon se, in una data di determinazione del rimborso (la prima il 22 aprile 2026), ciascun indice è pari o superiore al 100% del livello iniziale.
Se non viene chiamato, a scadenza gli investitori ricevono il valore nominale solo se il livello finale di ciascun indice è pari o superiore al proprio limite di downside del 70%; altrimenti, la retribuzione è ridotta dell'1% per ogni 1% di calo del peggior rendimento, il che può comportare una perdita totale. Il prezzo di emissione è di $1.000 per titolo; il valore stimato alla data di prezzo è di circa $965,50 per titolo. Tutti i pagamenti sono soggetti al rischio di credito dell’emittente e del garante. I titoli non saranno quotati.
Morgan Stanley Finance LLC presentó un suplemento de precios preliminar 424(b)(2) para Contingent Income Auto-Callable Securities con vencimiento el 26 de octubre de 2028, totalmente y sin condiciones garantizado por Morgan Stanley. Estos títulos con riesgo principal están vinculados al peor rendimiento del Nasdaq-100, del Dow Jones Industrial Average y del Russell 2000.
Los títulos pagan un cupón contingente anual del 7,50% solo si, en cada fecha de observación, el cierre de cada índice está igual o por encima de su umbral de cupón (70% de su nivel inicial). Se redimen automáticamente a la par más el cupón si, en una fecha de determinación de redención (primera el 22 de abril de 2026), cada índice está igual o por encima del 100% de su nivel inicial.
Si no se llama, al vencimiento los inversores reciben la par solo si el nivel final de cada índice está igual o por encima de su umbral de caída del 70%; de lo contrario, la remuneración se reduce 1% por cada 1% de descenso del peor desempeño, lo que puede resultar en una pérdida total. El precio de emisión es de $1,000 por valor; el valor estimado en la fecha de precios es de aproximadamente $965.50 por valor. Todos los pagos están sujetos al riesgo de crédito del emisor y del garante. Los valores no estarán listados.
Morgan Stanley Finance LLC가 Contingent Income Auto-Callable Securities의 424(b)(2) 프리미엄 프라이싱 보충서를 2028년 10월 26일 만기로 제출했으며, Morgan Stanley가 전면적이고 무조건적으로 보증합니다. 이 주요 위험 채권은 나스닥-100, 다우 존스 산업평균, Russell 2000 중 최악의 성과지수에 연계됩니다.
주가는 매 관찰일에 각 지수의 종가가 쿠폰 장벽(초기 수준의 70%) 이상일 때에만 연간 7.50%의 contingent coupon을 지급합니다. 만약 각 인덱스가 초기 수준의 100%를 상회하는 최초의 결정일(2026년 4월 22일)에 도달하면, 쿠폰을 합쳐 액면가로 자동 상환됩니다.
폄인되지 않는다면 만기 시 투자자는 각 인덱스의 최종 수준이 하방 시나리오의 70%를 넘으면 액면가를 받습니다. 그렇지 않으면 최악의 성과의 1% 감소당 1%의 지급이 감소하여 전액 손실이 발생할 수 있습니다. 발행가액은 $1,000 per security; 가격 결정일의 추정 가치는 대략 $965.50 per security입니다. 모든 지급은 발행인 및 보증인의 신용 위험에 따라 달라지며, 이 증권은 상장되지 않습니다.
Morgan Stanley Finance LLC a déposé un supplément de tarification préliminaire 424(b)(2) pour Contingent Income Auto-Callable Securities arrivant à échéance le 26 octobre 2028, entièrement et sans condition garantie par Morgan Stanley. Ces obligations à risque principal sont liées à la pire performance du Nasdaq-100, du Dow Jones Industrial Average et du Russell 2000.
Les titres versent un coupon contingent annuel de 7,50% uniquement si, à chaque date d’observation, le niveau de clôture de chaque indice est au moins égal à son seuil de coupon (70% de son niveau initial). Ils se rachetent automatiquement à la valeur nominale plus le coupon si, à une date de détermination du remboursement (la première le 22 avril 2026), chaque indice est au moins égal à 100% de son niveau initial.
S’ils ne sont pas appelés, à l’échéance les investisseurs reçoivent la valeur nominale uniquement si le niveau final de chaque indice est au moins égal au seuil de baisse de 70%; sinon, la rémunération est réduite de 1% pour chaque 1% de baisse du pire performance, ce qui peut entraîner une perte totale. Le prix d’émission est de $1 000 par titre; la valeur estimée à la date de tarification est d’environ $965,50 par titre. Tous les paiements sont soumis au risque de crédit de l’émetteur et du garant. Les titres ne seront pas cotés.
Morgan Stanley Finance LLC legte einen preliminären 424(b)(2) Pricing Supplement für Contingent Income Auto-Callable Securities mit Fälligkeit am 26. Oktober 2028 vor, vollständig und unwiderruflich von Morgan Stanley garantiert. Diese Kapitalrisiko-Anleihen sind an den schlechtesten Wertverlust der Nasdaq-100, des Dow Jones Industrial Average und des Russell 2000 gekoppelt.
Die Anleihen zahlen einen verbindlichen jährlichen Coupon von 7,50% nur, wenn an jeder Beobachtungstag der Schlusskurs von jedem Index mindestens sein Coupon-Schwellenwert (70% des Anfangsniveaus) erreicht. Sie werden automatisch zum Nennwert zuzüglich des Coupons zurückgezahlt, wenn an einem Rückzahlungstermin (der erste am 22. April 2026) jeder Index mindestens 100% seines Anfangsniveaus erreicht.
Wird nicht gerufen, erhalten Investoren bei Fälligkeit nur dann den Nennwert, wenn der Endstand von jedem Index mindestens das Abwärtsziel von 70% erreicht; andernfalls verringert sich die Auszahlung um 1% pro 1% Abstieg des schlechtesten Performers, was zu einem Totalverlust führen kann. Ausgabepreis ist $1.000 pro Wertpapier; der geschätzte Wert am Pricing-Tag liegt bei ca. $965,50 pro Wertpapier. Alle Zahlungen unterliegen dem Kreditrisiko des Emittenten und des Garantiegebers. Die Wertpapiere werden nicht gelistet.
Morgan Stanley Finance LLC قدمت مرفق تسعير 424(b)(2) تمهيدي لـ
تدفع الأسهم كوبوناً مشروطاً سنوياً قدره 7.50% فقط إذا، في كل تاريخ ملاحظة، كان إغلاق كل مؤشر على الأقل من عتبة الكوبون (70% من مستواه الابتدائي). يتم إنهاؤها تلقائياً عند القيمة الاسمية زائد الكوبون إذا، في تاريخ تحديد الاسترداد الأول (22 أبريل 2026)، كان كل المؤشر عند أو فوق 100% من مستواه الابتدائي.
إذا لم يتم استدعاؤها، عند الاستحقاق يتلقى المستثمرون القيمة الاسمية فقط إذا كان المستوى النهائي لكل مؤشر عند أو أعلى من عتبة الانخفاض التي تبلغ 70%؛ وإلا، ستُخفض العائدات بنسبة 1% عن كل انخفاض بنسبة 1% في أسوأ أداء، مما قد يؤدي إلى خسارة كلية. سعر الإصدار هو $1,000 لكل ورقة؛ والشكل المقدّر للقيمة في تاريخ التسعير يقارب $965.50 لكل ورقة. جميع المدفوعات خاضعة لمخاطر ائتمان الجهة الم صدرة والضامن. هذه الأوراق لن تُدرج في البورصة.
Morgan Stanley Finance LLC 提交了用于 Contingent Income Auto-Callable Securities 的初步定价补充条款（424(b)(2)），到期日为 2028 年 10 月 26 日，由 Morgan Stanley 全部且无条件担保。这些本金在风险中的票据与以下指数的最差表现相关联：纳斯达克-100、道琼斯工业平均指数和罗素2000。
仅当在每个观察日，每个指数的收盘水平≥其票息障碍（初始水平的 70%）时，才支付7.50% 的年度 contingent coupon。若在赎回确定日（首次为 2026 年 4 月 22 日）每个 指数≥其初始水平的 100% 时，票据将按面值加票息自动赎回。
若不被赎回，到期时投资者只有在每个指数最终水平≥其下行阈值 70% 时才会收回面值；否则，若最差表现下跌 1%，回报将减少 1%，可能导致总损失。发行价格为 $1,000/份；定价日的估值大约为 $965.50 / 份。所有支付都受发行人及担保人信用风险影响。证券将不上市。
- None.
- None.
Morgan Stanley Finance LLC ha presentato un supplemento di prezzo preliminare 424(b)(2) per Contingent Income Auto-Callable Securities con scadenza al 26 ottobre 2028, interamente e incondizionatamente garantito da Morgan Stanley. Questi titoli a rischio principale sono collegati al peggior rendimento tra Nasdaq-100, Dow Jones Industrial Average e Russell 2000.
I titoli pagano un coupond contingente annuo del 7,50% solo se, in ciascuna data di osservazione, la chiusura di ciascun indice è pari o superiore al proprio ostacolo di coupon (70% del livello iniziale). Si autogenerano a rimborso a valore nominale più il coupon se, in una data di determinazione del rimborso (la prima il 22 aprile 2026), ciascun indice è pari o superiore al 100% del livello iniziale.
Se non viene chiamato, a scadenza gli investitori ricevono il valore nominale solo se il livello finale di ciascun indice è pari o superiore al proprio limite di downside del 70%; altrimenti, la retribuzione è ridotta dell'1% per ogni 1% di calo del peggior rendimento, il che può comportare una perdita totale. Il prezzo di emissione è di $1.000 per titolo; il valore stimato alla data di prezzo è di circa $965,50 per titolo. Tutti i pagamenti sono soggetti al rischio di credito dell’emittente e del garante. I titoli non saranno quotati.
Morgan Stanley Finance LLC presentó un suplemento de precios preliminar 424(b)(2) para Contingent Income Auto-Callable Securities con vencimiento el 26 de octubre de 2028, totalmente y sin condiciones garantizado por Morgan Stanley. Estos títulos con riesgo principal están vinculados al peor rendimiento del Nasdaq-100, del Dow Jones Industrial Average y del Russell 2000.
Los títulos pagan un cupón contingente anual del 7,50% solo si, en cada fecha de observación, el cierre de cada índice está igual o por encima de su umbral de cupón (70% de su nivel inicial). Se redimen automáticamente a la par más el cupón si, en una fecha de determinación de redención (primera el 22 de abril de 2026), cada índice está igual o por encima del 100% de su nivel inicial.
Si no se llama, al vencimiento los inversores reciben la par solo si el nivel final de cada índice está igual o por encima de su umbral de caída del 70%; de lo contrario, la remuneración se reduce 1% por cada 1% de descenso del peor desempeño, lo que puede resultar en una pérdida total. El precio de emisión es de $1,000 por valor; el valor estimado en la fecha de precios es de aproximadamente $965.50 por valor. Todos los pagos están sujetos al riesgo de crédito del emisor y del garante. Los valores no estarán listados.
Morgan Stanley Finance LLC가 Contingent Income Auto-Callable Securities의 424(b)(2) 프리미엄 프라이싱 보충서를 2028년 10월 26일 만기로 제출했으며, Morgan Stanley가 전면적이고 무조건적으로 보증합니다. 이 주요 위험 채권은 나스닥-100, 다우 존스 산업평균, Russell 2000 중 최악의 성과지수에 연계됩니다.
주가는 매 관찰일에 각 지수의 종가가 쿠폰 장벽(초기 수준의 70%) 이상일 때에만 연간 7.50%의 contingent coupon을 지급합니다. 만약 각 인덱스가 초기 수준의 100%를 상회하는 최초의 결정일(2026년 4월 22일)에 도달하면, 쿠폰을 합쳐 액면가로 자동 상환됩니다.
폄인되지 않는다면 만기 시 투자자는 각 인덱스의 최종 수준이 하방 시나리오의 70%를 넘으면 액면가를 받습니다. 그렇지 않으면 최악의 성과의 1% 감소당 1%의 지급이 감소하여 전액 손실이 발생할 수 있습니다. 발행가액은 $1,000 per security; 가격 결정일의 추정 가치는 대략 $965.50 per security입니다. 모든 지급은 발행인 및 보증인의 신용 위험에 따라 달라지며, 이 증권은 상장되지 않습니다.
Morgan Stanley Finance LLC a déposé un supplément de tarification préliminaire 424(b)(2) pour Contingent Income Auto-Callable Securities arrivant à échéance le 26 octobre 2028, entièrement et sans condition garantie par Morgan Stanley. Ces obligations à risque principal sont liées à la pire performance du Nasdaq-100, du Dow Jones Industrial Average et du Russell 2000.
Les titres versent un coupon contingent annuel de 7,50% uniquement si, à chaque date d’observation, le niveau de clôture de chaque indice est au moins égal à son seuil de coupon (70% de son niveau initial). Ils se rachetent automatiquement à la valeur nominale plus le coupon si, à une date de détermination du remboursement (la première le 22 avril 2026), chaque indice est au moins égal à 100% de son niveau initial.
S’ils ne sont pas appelés, à l’échéance les investisseurs reçoivent la valeur nominale uniquement si le niveau final de chaque indice est au moins égal au seuil de baisse de 70%; sinon, la rémunération est réduite de 1% pour chaque 1% de baisse du pire performance, ce qui peut entraîner une perte totale. Le prix d’émission est de $1 000 par titre; la valeur estimée à la date de tarification est d’environ $965,50 par titre. Tous les paiements sont soumis au risque de crédit de l’émetteur et du garant. Les titres ne seront pas cotés.
Morgan Stanley Finance LLC legte einen preliminären 424(b)(2) Pricing Supplement für Contingent Income Auto-Callable Securities mit Fälligkeit am 26. Oktober 2028 vor, vollständig und unwiderruflich von Morgan Stanley garantiert. Diese Kapitalrisiko-Anleihen sind an den schlechtesten Wertverlust der Nasdaq-100, des Dow Jones Industrial Average und des Russell 2000 gekoppelt.
Die Anleihen zahlen einen verbindlichen jährlichen Coupon von 7,50% nur, wenn an jeder Beobachtungstag der Schlusskurs von jedem Index mindestens sein Coupon-Schwellenwert (70% des Anfangsniveaus) erreicht. Sie werden automatisch zum Nennwert zuzüglich des Coupons zurückgezahlt, wenn an einem Rückzahlungstermin (der erste am 22. April 2026) jeder Index mindestens 100% seines Anfangsniveaus erreicht.
Wird nicht gerufen, erhalten Investoren bei Fälligkeit nur dann den Nennwert, wenn der Endstand von jedem Index mindestens das Abwärtsziel von 70% erreicht; andernfalls verringert sich die Auszahlung um 1% pro 1% Abstieg des schlechtesten Performers, was zu einem Totalverlust führen kann. Ausgabepreis ist $1.000 pro Wertpapier; der geschätzte Wert am Pricing-Tag liegt bei ca. $965,50 pro Wertpapier. Alle Zahlungen unterliegen dem Kreditrisiko des Emittenten und des Garantiegebers. Die Wertpapiere werden nicht gelistet.
Preliminary Pricing Supplement No. 11,358
Registration Statement Nos. 333-275587; 333-275587-01
Dated October 15, 2025
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
Structured Investments
Contingent Income Auto-Callable Securities due October 26, 2028
Based on the Worst Performing of the Nasdaq-100 Index®, the Dow Jones Industrial AverageSM and the Russell 2000® Index
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 modified by this 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 coupon but only if the closing level of each underlier is greater than or equal to its coupon barrier level on the related observation date. However, if the closing level of any underlier is less than its coupon barrier level on 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 each underlier is greater than or equal to its call threshold level on any redemption determination date for an early redemption payment equal to the stated principal amount plus the contingent coupon with respect to the related interest period. No further 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 of each underlier is greater than or equal to its downside threshold level, investors will receive (in addition to the contingent coupon with respect to the final observation date, if payable) the stated principal amount at maturity. If, however, the final level of any underlier is less than its downside threshold level, investors will lose 1% for every 1% decline in the level of the worst performing underlier over the term of the securities. Under these circumstances, the payment at maturity will be significantly less than the stated principal amount and could be zero.
￭The value of the securities is based on the worst performing underlier. The fact that the securities are linked to more than one underlier does not provide any asset diversification benefits and instead means that a decline in the level of any underlier beyond its coupon barrier level and/or downside threshold level will adversely affect your return on the securities, even if the other underliers have appreciated or have not declined as much.
￭The securities are for investors who seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of losing a 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 in any appreciation of any underlier. Investors in the securities must be willing to accept the risk of losing their entire initial investment based on the 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. These securities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets.
|
TERMS |
|||
|
Issuer: |
Morgan Stanley Finance LLC |
||
|
Guarantor: |
Morgan Stanley |
||
|
Stated principal amount: |
$1,000 per security |
||
|
Issue price: |
$1,000 per security (see “Commissions and issue price” below) |
||
|
Aggregate principal amount: |
$ |
||
|
Underliers: |
Nasdaq-100 Index® (the “NDX Index”), Dow Jones Industrial AverageSM (the “INDU Index”) and Russell 2000® Index (the “RTY Index”). We refer to each of the NDX Index, the INDU Index and the RTY Index as an underlying index. |
||
|
Strike date: |
October 22, 2025 |
||
|
Pricing date: |
October 22, 2025 |
||
|
Original issue date: |
October 27, 2025 |
||
|
Final observation date: |
October 23, 2028, subject to postponement for non-trading days and certain market disruption events |
||
|
Maturity date: |
October 26, 2028 |
||
|
Terms continued on the following page |
|||
|
Agent: |
Morgan Stanley & Co. LLC (“MS & Co.”), an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley. See “Supplemental information regarding plan of distribution; conflicts of interest.” |
||
|
Estimated value on the pricing date: |
Approximately $965.50 per security, or within $30.00 of that estimate. See “Estimated Value of the Securities” on page 4. |
||
|
Commissions and issue price: |
Price to public |
Agent’s commissions and fees(1) |
Proceeds to us(2) |
|
Per security |
$1,000 |
$ |
$ |
|
Total |
$ |
$ |
$ |
(1)Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $ for each security they sell. See “Supplemental information regarding plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.
(2)See “Use of Proceeds and Hedging” in the accompanying product supplement.
The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 8.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanying 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 instrumentality, nor are they 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, 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.
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, 2025 Index Supplement dated November 16, 2023
Prospectus dated April 12, 2024
Morgan Stanley Finance LLC
|
Contingent Income Auto-Callable Securities Principal at Risk Securities |
|
Terms continued from the previous page |
|
|
Automatic early redemption: |
The securities are not subject to automatic early redemption until the first redemption determination date. If, on any redemption determination date, the closing level of each underlier is greater than or equal to its call threshold level, the securities will be automatically redeemed for the early redemption payment on the related early redemption date. No further payments will be made on the securities once they have been automatically redeemed. The securities will not be redeemed on any early redemption date if the closing level of any underlier is less than its call threshold level on the related redemption determination date. |
|
First redemption determination date: |
April 22, 2026. Under no circumstances will the securities be redeemed prior to the first redemption determination date. |
|
Redemption determination dates: |
April 22, 2026, May 22, 2026, June 22, 2026, July 22, 2026, August 24, 2026, September 22, 2026, October 22, 2026, November 23, 2026, December 22, 2026, January 22, 2027, February 22, 2027, March 22, 2027, April 22, 2027, May 24, 2027, June 22, 2027, July 22, 2027, August 23, 2027, September 22, 2027, October 22, 2027, November 22, 2027, December 22, 2027, January 24, 2028, February 22, 2028, March 22, 2028, April 24, 2028, May 22, 2028, June 22, 2028, July 24, 2028, August 22, 2028 and September 22, 2028, subject to postponement for non-trading days and certain market disruption events |
|
Call threshold level: |
With respect to the NDX Index, , which is 100% of its initial level With respect to the INDU Index, , which is 100% of its initial level With respect to the RTY Index, , which is 100% of its initial level |
|
Early redemption payment: |
The stated principal amount plus the contingent coupon with respect to the related interest period |
|
Early redemption dates: |
April 27, 2026, May 28, 2026, June 25, 2026, July 27, 2026, August 27, 2026, September 25, 2026, October 27, 2026, November 27, 2026, December 28, 2026, January 27, 2027, February 25, 2027, March 25, 2027, April 27, 2027, May 27, 2027, June 25, 2027, July 27, 2027, August 26, 2027, September 27, 2027, October 27, 2027, November 26, 2027, December 27, 2027, January 27, 2028, February 25, 2028, March 27, 2028, April 27, 2028, May 25, 2028, June 27, 2028, July 27, 2028, August 25, 2028 and September 27, 2028 |
|
Contingent coupon: |
A contingent coupon at an annual rate of 7.50% will be paid on the securities on each coupon payment date but only if the closing level of each underlier is greater than or equal to its coupon barrier level on the related observation date. If, on any observation date, the closing level of any underlier is less than its coupon barrier level, we will pay no coupon with respect to the applicable interest period. |
|
Coupon payment dates: |
As set forth under “Observation Dates and Coupon Payment Dates” below. If any coupon payment date is not a business day, the coupon payment with respect to such date, if any, will be made on the next succeeding business day and no adjustment will be made to any coupon payment made on that succeeding business day. The coupon payment, if any, with respect to the final observation date shall be made on the maturity date. |
|
Coupon barrier level: |
With respect to the NDX Index, , which is 70% of its initial level With respect to the INDU Index, , which is 70% of its initial level With respect to the RTY Index, , which is 70% of its initial level |
|
Observation dates: |
As set forth under “Observation Dates and Coupon Payment Dates” below, subject to postponement for non-trading days and certain market disruption events |
|
Payment at maturity per security: |
If the securities have not been automatically redeemed prior to maturity, investors will receive (in addition to the contingent coupon with respect to the final observation date, if payable) a payment at maturity determined as follows: •If the final level of each underlier is greater than or equal to its downside threshold level: stated principal amount •If the final level of any underlier is less than its downside threshold level: stated principal amount × performance factor of the worst performing underlier Under these circumstances, the payment at maturity will be significantly less than the stated principal amount and could be zero. |
|
Final level: |
With respect to each underlier, the closing level on the final observation date |
|
Downside threshold level: |
With respect to the NDX Index, , which is 70% of its initial level With respect to the INDU Index, , which is 70% of its initial level With respect to the RTY Index, , which is 70% of its initial level |
|
Performance factor: |
With respect to each underlier, final level / initial level |
|
Worst performing underlier: |
The underlier with the lowest percentage return from its initial level to its final level |
|
Initial level: |
With respect to the NDX Index, , which is its closing level on the strike date With respect to the INDU Index, , which is its closing level on the strike date With respect to the RTY Index, , which is its closing level on the strike date |
|
CUSIP: |
61779PYS8 |
|
ISIN: |
US61779PYS81 |
|
Listing: |
The securities will not be listed on any securities exchange. |
Page 2
Morgan Stanley Finance LLC
|
Contingent Income Auto-Callable Securities Principal at Risk Securities |
Observation Dates and Coupon Payment Dates
|
Observation Dates |
Coupon Payment Dates |
|
November 24, 2025 |
November 28, 2025 |
|
December 22, 2025 |
December 26, 2025 |
|
January 22, 2026 |
January 27, 2026 |
|
February 23, 2026 |
February 26, 2026 |
|
March 23, 2026 |
March 26, 2026 |
|
April 22, 2026 |
April 27, 2026 |
|
May 22, 2026 |
May 28, 2026 |
|
June 22, 2026 |
June 25, 2026 |
|
July 22, 2026 |
July 27, 2026 |
|
August 24, 2026 |
August 27, 2026 |
|
September 22, 2026 |
September 25, 2026 |
|
October 22, 2026 |
October 27, 2026 |
|
November 23, 2026 |
November 27, 2026 |
|
December 22, 2026 |
December 28, 2026 |
|
January 22, 2027 |
January 27, 2027 |
|
February 22, 2027 |
February 25, 2027 |
|
March 22, 2027 |
March 25, 2027 |
|
April 22, 2027 |
April 27, 2027 |
|
May 24, 2027 |
May 27, 2027 |
|
June 22, 2027 |
June 25, 2027 |
|
July 22, 2027 |
July 27, 2027 |
|
August 23, 2027 |
August 26, 2027 |
|
September 22, 2027 |
September 27, 2027 |
|
October 22, 2027 |
October 27, 2027 |
|
November 22, 2027 |
November 26, 2027 |
|
December 22, 2027 |
December 27, 2027 |
|
January 24, 2028 |
January 27, 2028 |
|
February 22, 2028 |
February 25, 2028 |
|
March 22, 2028 |
March 27, 2028 |
|
April 24, 2028 |
April 27, 2028 |
|
May 22, 2028 |
May 25, 2028 |
|
June 22, 2028 |
June 27, 2028 |
|
July 24, 2028 |
July 27, 2028 |
|
August 22, 2028 |
August 25, 2028 |
|
September 22, 2028 |
September 27, 2028 |
|
October 23, 2028 (final observation date) |
October 26, 2028 (maturity date) |
Page 3
Morgan Stanley Finance LLC
|
Contingent Income Auto-Callable Securities Principal at Risk Securities |
Estimated Value of the Securities
The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date will be less than $1,000. Our estimate of the value of the securities as determined on the pricing date will be within the range specified on the cover hereof and will be set forth on the cover of the final pricing supplement.
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 a performance-based component linked to the underliers. The estimated value of the securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the underliers, instruments based on the underliers, volatility and other factors including current and expected interest rates, as well as an interest rate related to our secondary market credit spread, 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 our secondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or more of the economic terms of the securities would be more favorable to you.
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, including those related to the underliers, may vary from, and be lower than, the estimated value on the pricing date, because the secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would charge in 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 securities in the secondary market during the amortization period specified herein, absent changes in market conditions, including those related to the underliers, and to our secondary market credit spreads, it would do so based on values higher than the estimated value. We expect that those higher values will also be reflected in your brokerage account statements.
MS & Co. may, but is not obligated to, make a market in the securities, and, if it once chooses to make a market, may cease doing so at any time.
Page 4
Morgan Stanley Finance LLC
|
Contingent Income Auto-Callable Securities Principal at Risk Securities |
Hypothetical Examples
The following hypothetical examples illustrate how to determine whether the securities will be automatically redeemed with respect to a redemption determination date, whether a contingent coupon is payable with respect to an observation date and how to calculate the payment at maturity if the securities have not been automatically redeemed prior to maturity. The following examples are for illustrative purposes only. Whether the securities are automatically redeemed prior to maturity will be determined by reference to the closing level of each underlier on each redemption determination date. Whether you receive a contingent coupon will be determined by reference to the closing level of each underlier on each observation date. The payment at maturity will be determined by reference to the closing level of each underlier on the final observation date. The actual initial level, call threshold level, coupon barrier level and downside threshold level for each underlier will be determined on the strike date. All payments on the securities are subject to our credit risk. The numbers in the hypothetical examples below may have been rounded for ease of analysis. The below examples are based on the following terms:
|
Stated principal amount: |
$1,000 per security |
|
Hypothetical initial level: |
With respect to the NDX Index, 100.00* With respect to the INDU Index, 100.00* With respect to the RTY Index, 100.00* |
|
Hypothetical call threshold level: |
With respect to the NDX Index, 100.00, which is 100% of its hypothetical initial level With respect to the INDU Index, 100.00, which is 100% of its hypothetical initial level With respect to the RTY Index, 100.00, which is 100% of its hypothetical initial level |
|
Hypothetical coupon barrier level: |
With respect to the NDX Index, 70.00, which is 70% of its hypothetical initial level With respect to the INDU Index, 70.00, which is 70% of its hypothetical initial level With respect to the RTY Index, 70.00, which is 70% of its hypothetical initial level |
|
Hypothetical downside threshold level: |
With respect to the NDX Index, 70.00, which is 70% of its hypothetical initial level With respect to the INDU Index, 70.00, which is 70% of its hypothetical initial level With respect to the RTY Index, 70.00, which is 70% of its hypothetical initial level |
|
Contingent coupon: |
7.50% per annum (corresponding to approximately $6.25 per interest period per security). The actual contingent coupon will be an amount determined by the calculation agent based on the number of days in the applicable payment period, calculated on a 30/360 day-count basis. The hypothetical contingent coupon of $6.25 is used in these examples for ease of analysis. |
*The hypothetical initial level of 100.00 for each underlier has been chosen for illustrative purposes only and does not represent the actual initial level of any underlier. Please see “Historical Information” below for historical data regarding the actual closing levels of the underliers.
Page 5
Morgan Stanley Finance LLC
|
Contingent Income Auto-Callable Securities Principal at Risk Securities |
How to determine whether the securities will be automatically redeemed with respect to a redemption determination date:
|
|
Closing Level |
Early Redemption Payment |
||
|
NDX Index |
INDU Index |
RTY Index |
||
|
Hypothetical Redemption Determination Date #1 |
105.00 (greater than or equal to its call threshold level) |
45.00 (less than its call threshold level) |
110.00 (greater than or equal to its call threshold level) |
N/A |
|
Hypothetical Redemption Determination Date #2 |
110.00 (greater than or equal to its call threshold level) |
125.00 (greater than or equal to its call threshold level) |
115.00 (greater than or equal to its call threshold level) |
$1,000 + $6.25 (the stated principal amount + the contingent coupon with respect to the related interest period) For more information, please see “How to determine whether a contingent coupon is payable with respect to an observation date (if the securities have not been previously automatically redeemed)” below. |
On hypothetical redemption determination date #1, because the closing level of at least one underlier is less than its call threshold level, the securities are not automatically redeemed on the related early redemption date.
On hypothetical redemption determination date #2, because the closing level of each underlier is greater than or equal to its call threshold level, the securities are automatically redeemed on the related early redemption date for an early redemption payment equal to the stated principal amount plus the contingent coupon with respect to the related interest period. No further payments are made on the securities once they have been automatically redeemed.
If the closing level of any underlier is less than its call threshold level on each redemption determination date, the securities will not be automatically redeemed prior to maturity.
How to determine whether a contingent coupon is payable with respect to an observation date (if the securities have not been previously automatically redeemed):
|
|
Closing Level |
Payment per Security |
||
|
NDX Index |
INDU Index |
RTY Index |
||
|
Hypothetical Observation Date #1 |
90.00 (greater than or equal to its coupon barrier level) |
125.00 (greater than or equal to its coupon barrier level) |
115.00 (greater than or equal to its coupon barrier level) |
$6.25 |
|
Hypothetical Observation Date #2 |
55.00 (less than its coupon barrier level) |
45.00 (less than its coupon barrier level) |
110.00 (greater than or equal to its coupon barrier level) |
$0 |
|
Hypothetical Observation Date #3 |
130.00 (greater than or equal to its coupon barrier level) |
115.00 (greater than or equal to its coupon barrier level) |
125.00 (greater than or equal to its coupon barrier level) |
$1,000 + $6.25 (the stated principal amount + the contingent coupon with respect to the related interest period) For more information, please see “How to determine whether the securities will be automatically redeemed with respect to a redemption determination date” above. |
Page 6
Morgan Stanley Finance LLC
|
Contingent Income Auto-Callable Securities Principal at Risk Securities |
On hypothetical observation date #1, because the closing level of each underlier is greater than or equal to its coupon barrier level, the contingent coupon is paid on the related coupon payment date.
On hypothetical observation date #2, because the closing level of at least one underlier is less than its coupon barrier level, no contingent coupon is paid on the related coupon payment date.
On hypothetical observation date #3, the closing level of each underlier is greater than or equal to its coupon barrier level. Because the closing level of each underlier is also greater than or equal to its call threshold level, the securities are automatically redeemed for an early redemption payment equal to the stated principal amount plus the contingent coupon with respect to the related interest period. No further payments are made on the securities once they have been automatically redeemed.
If the closing level of any underlier is less than its coupon barrier level on each observation date, you will not receive any contingent coupons for the entire term of the securities.
How to calculate the payment at maturity (if the securities have not been automatically redeemed):
The hypothetical examples below illustrate how to calculate the payment at maturity if the securities have not been automatically redeemed prior to maturity.
|
|
Final Level |
Payment at Maturity per Security |
||
|
NDX Index |
INDU Index |
RTY Index |
||
|
Example #1 |
110.00 (greater than or equal to its downside threshold level) |
125.00 (greater than or equal to its downside threshold level) |
115.00 (greater than or equal to its downside threshold level) |
$1,000 + $6.25 (the stated principal amount + the contingent coupon with respect to the final observation date) For more information, please see “How to determine whether a contingent coupon is payable with respect to an observation date (if the securities have not been previously automatically redeemed)” above. |
|
Example #2 |
85.00 (greater than or equal to its downside threshold level) |
45.00 (less than its downside threshold level) |
110.00 (greater than or equal to its downside threshold level) |
$1,000 × performance factor of the worst performing underlier = $1,000 × (45.00 / 100.00) = $450.00 |
|
Example #3 |
50.00 (less than its downside threshold level) |
30.00 (less than its downside threshold level) |
20.00 (less than its downside threshold level) |
$1,000 × (20.00 / 100.00) = $200.00 |
In example #1, the final level of each underlier is greater than or equal to its downside threshold level. Therefore, investors receive at maturity the stated principal amount. Because the final level of each underlier is also greater than or equal to its coupon barrier level, investors receive the contingent coupon with respect to the final observation date. Investors do not participate in any appreciation of any underlier.
In examples #2 and #3, the final level of at least one underlier is less than its downside threshold level. Therefore, investors receive at maturity a payment that reflects a loss of 1% of principal for each 1% decline in the level of the worst performing underlier. Moreover, because the final level of at least one underlier is also less than its coupon barrier level, investors do not receive a contingent coupon with respect to the final observation date.
If the securities have not been automatically redeemed prior to maturity and the final level of any underlier is less than its downside threshold level, you will be exposed to the negative performance of the worst performing underlier at maturity, and your payment at maturity will be significantly less than the stated principal amount of the securities and could be zero.
Page 7
Morgan Stanley Finance LLC
|
Contingent Income Auto-Callable Securities Principal at Risk Securities |
Risk Factors
This section describes the material risks relating to the securities. For further discussion of these and other risks, you should read the section entitled “Risk Factors” in the accompanying product supplement and prospectus. We also urge you to consult with your investment, legal, tax, accounting and other advisers in connection with your investment in the securities.
Risks Relating to an Investment in the Securities
￭The securities do not guarantee the return of any principal. The terms of the securities differ from those of ordinary debt securities in that they do not guarantee the repayment of any principal. If the securities have not been automatically redeemed prior to maturity and the final level of any underlier is less than its downside threshold level, the payout at maturity will be an amount in cash that is significantly less than the stated principal amount of each security, and you will lose an amount proportionate to the full decline in the level of the worst performing underlier over the term of the securities. There is no minimum payment at maturity on the securities, and, accordingly, you could lose your entire initial investment in the securities.
￭The securities do not provide for the regular payment of interest. The terms of the securities differ from those of ordinary debt securities in that they do not provide for the regular payment of interest. Instead, the securities will pay a contingent coupon on a coupon payment date but only if the closing level of each underlier is greater than or equal to its coupon barrier level on the related observation date. However, if the closing level of any underlier is less than its coupon barrier level on any observation date, we will pay no coupon with respect to the applicable interest period. It is possible that the closing level of an underlier will remain below its coupon barrier level for extended periods of time or even throughout the entire term of the securities so that you will receive few or no contingent coupons. If you do not earn sufficient contingent coupons over the term of the securities, the overall return on the securities may be less than the amount that would be paid on a conventional debt security of ours of comparable maturity.
￭Payment of the contingent coupon is based on the closing levels of the underliers on only the related observation date at the end of the related interest period. Whether the contingent coupon will be paid on any coupon payment date will be determined at the end of the related interest period based on the closing level of each underlier on the related observation date. As a result, you will not know whether you will receive the contingent coupon on a coupon payment date until near the end of the relevant interest period. Moreover, because the contingent coupon is based solely on the closing levels of the underliers on the observation dates, if the closing level of any underlier on any observation date is less than its coupon barrier level, you will receive no coupon with respect to the related interest period, even if the closing level of such underlier was greater than or equal to its coupon barrier level on other days during that interest period and even if the closing levels of the other underliers are greater than or equal to their coupon barrier levels on such observation date.
￭Investors will not participate in any appreciation in the value of any underlier. Investors will not participate in any appreciation in the value of any underlier from the strike date to the final observation date, and the return on the securities will be limited to the contingent coupons that are paid with respect to the observation dates on which the closing level of each underlier is greater than or equal to its coupon barrier level. It is possible that the closing level of an underlier will remain below its coupon barrier level for extended periods of time or even throughout the entire term of the securities so that you will receive few or no contingent coupons.
￭The securities are subject to early redemption risk. The term of your investment in the securities may be shortened due to the automatic early redemption feature of the securities. If the securities are automatically redeemed prior to maturity, you will receive no further payments on the securities, may be forced to invest in a lower interest rate environment and may not be able to reinvest at comparable terms or returns. However, under no circumstances will the securities be redeemed prior to the first redemption determination date.
￭The market price of the securities may be influenced by many unpredictable factors. Several factors, many of which are beyond our control, will influence the value of the securities in the secondary market and the price at which MS & Co. may be willing to purchase or sell the securities in the secondary market. We expect that generally the value of each underlier at any time will affect the value of the securities more than any other single factor. Other factors that may influence the value of the securities include:
othe volatility (frequency and magnitude of changes in value) of the underliers;
ointerest and yield rates in the market;
othe level of correlation between the underliers;
ogeopolitical conditions and economic, financial, political, regulatory or judicial events that affect the underliers or equity markets generally;
othe availability of comparable instruments;
othe composition of each underlier and changes in the component securities of each underlier;
othe time remaining until the securities mature; and
oany actual or anticipated changes in our credit ratings or credit spreads.
Page 8
Morgan Stanley Finance LLC
|
Contingent Income Auto-Callable Securities Principal at Risk Securities |
Some or all of these factors will influence the price that you will receive if you sell your securities prior to maturity. Generally, the longer the time remaining to maturity, the more the market price of the securities will be affected by the other factors described above. For example, you may have to sell your securities at a substantial discount from the stated principal amount if, at the time of sale, the closing level of any underlier is at, below or not sufficiently above its downside threshold level and/or coupon barrier level, or if market interest rates rise.
You can review the historical closing levels of the underliers in the section of this document called “Historical Information.” You cannot predict the future performance of an underlier based on its historical performance. The values of the underliers may be, and have recently been, volatile, and we can give you no assurance that the volatility will lessen. There can be no assurance that the closing level of each underlier will be greater than or equal to its coupon barrier level on any observation date so that you will receive a contingent coupon with respect to the applicable interest period, or that the final level of each underlier will be greater than or equal to its downside threshold level so that you do not suffer a significant loss on your initial investment in the securities.
￭The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings or credit spreads may adversely affect the market value of the securities. You are dependent on our ability to pay all amounts due on the securities, and, therefore, you are subject to our credit risk. The securities are not guaranteed by any other entity. If we default on our obligations under the securities, your investment would be at risk and you could lose some or all of your investment. As a result, the market value of the securities prior to maturity will be affected by changes in the market’s view of our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the market value of the securities.
￭As a finance subsidiary, MSFL has no independent operations and will have no independent assets. As a finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will have no independent assets available for distributions to holders of MSFL securities if they make claims in respect of such securities in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available under the related guarantee by Morgan Stanley and that guarantee will rank pari passu with all other unsecured, unsubordinated obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its assets under the guarantee. Holders of securities issued by MSFL should accordingly assume that in any such proceedings they would not have any priority over and should be treated pari passu with the claims of other unsecured, unsubordinated creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.
￭The rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower than the rate implied by our secondary market credit spreads and advantageous to us. Both the lower rate and the inclusion of costs associated with issuing, selling, structuring and hedging the securities in the original issue price reduce the economic terms of the securities, cause the estimated value of the securities to be less than the original issue price and will adversely affect secondary market prices. Assuming no change in market conditions or any other relevant factors, the prices, if any, at which dealers, including MS & Co., may be willing to purchase the securities in secondary market transactions will likely be significantly lower than the original issue price, because secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are included in the original issue price and borne by you and because the secondary market prices will reflect our secondary market credit spreads and the bid-offer spread that any dealer would charge in a secondary market transaction of this type as well as other factors.
The inclusion of the costs of issuing, selling, structuring and hedging the securities in the original issue price and the lower rate we are willing to pay as issuer make the economic terms of the securities less favorable to you than they otherwise would be.
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 securities in the secondary market during the amortization period specified herein, absent changes in market conditions, including those related to the underliers, and to our secondary market credit spreads, it would do so based on values higher than the estimated value, and we expect that those higher values will also be reflected in your brokerage account statements.
￭The estimated value of the securities is determined by reference to our pricing and valuation models, which may differ from those of other dealers and is not a maximum or minimum secondary market price. These pricing and valuation models are proprietary and rely in part on subjective views of certain market inputs and certain assumptions about future events, which may prove to be incorrect. As a result, because there is no market-standard way to value these types of securities, our models may yield a higher estimated value of the securities than those generated by others, including other dealers in the market, if they attempted to value the securities. In addition, the estimated value on the pricing date does not represent a minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your securities in the secondary market (if any exists) at any time. The value of your securities at any time after the date of this document will vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and changes in market conditions. See also “The market price of the securities may be influenced by many unpredictable factors” above.
￭The securities will not be listed on any securities exchange and secondary trading may be limited. The securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. MS & Co. may, but is
Page 9
Morgan Stanley Finance LLC
|
Contingent Income Auto-Callable Securities Principal at Risk Securities |
not obligated to, make a market in the securities and, if it once chooses to make a market, may cease doing so at any time. When it does make a market, it will generally do so for transactions of routine secondary market size at prices based on its estimate of the current value of the securities, taking into account its bid/offer spread, our credit spreads, market volatility, the notional size of the proposed sale, the cost of unwinding any related hedging positions, the time remaining to maturity and the likelihood that it will be able to resell the securities. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the securities easily. Since other broker-dealers may not participate significantly in the secondary market for the securities, the price at which you may be able to trade your securities is likely to depend on the price, if any, at which MS & Co. is willing to transact. If, at any time, MS & Co. were to cease making a market in the securities, it is likely that there would be no secondary market for the securities. Accordingly, you should be willing to hold your securities to maturity.
￭As discussed in more detail in the accompanying product supplement, investing in the securities is not equivalent to investing in the underlier(s).
￭The U.S. federal income tax consequences of an investment in the securities are uncertain. There is no direct legal authority regarding the proper U.S. federal income tax treatment of the securities, and significant aspects of the tax treatment of the securities are uncertain. Moreover, non-U.S. investors should note that persons having withholding responsibility in respect of the securities are, absent an exception, expected to withhold on any coupon paid to a non-U.S. investor, generally at a rate of 30%. We will not pay any additional amounts in respect of such withholding. You should review carefully the section entitled “United States Federal Income Tax Considerations” herein, in combination with the section entitled “United States Federal Income Tax Considerations” in the accompanying product supplement, and consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the securities.
Risks Relating to the Underlier(s)
￭Because your return on the securities will depend upon the performance of the underlier(s), the securities are subject to the following risk(s), as discussed in more detail in the accompanying product supplement.
oYou are exposed to the price risk of each underlier.
oBecause the securities are linked to the performance of the worst performing underlier, you are exposed to a greater risk of not receiving a positive return on the securities and/or sustaining a significant loss on your investment than if the securities were linked to just one underlier.
oAdjustments to an underlying index could adversely affect the value of the securities.
￭The securities are subject to risks associated with small-capitalization companies. The Russell 2000® Index consists of stocks issued by companies with relatively small market capitalization. These companies often have greater stock price volatility, lower trading volume and less liquidity than large-capitalization companies and therefore the Russell 2000® Index may be more volatile than indices that consist of stocks issued by large-capitalization companies. Stock prices of small-capitalization companies are also more vulnerable than those of large-capitalization companies to adverse business and economic developments, and the stocks of small-capitalization companies may be thinly traded. In addition, small capitalization companies are typically less well-established and less stable financially than large-capitalization companies and may depend on a small number of key personnel, making them more vulnerable to loss of personnel. Such companies tend to have smaller revenues, less diverse product lines, smaller shares of their product or service markets, fewer financial resources and less competitive strengths than large-capitalization companies and are more susceptible to adverse developments related to their products.
Risks Relating to Conflicts of Interest
In engaging in certain activities described below and as discussed in more detail in the accompanying product supplement, our affiliates may take actions that may adversely affect the value of and your return on the securities, and in so doing they will have no obligation to consider your interests as an investor in the securities.
￭The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the securities. As calculation agent, MS & Co. will make any determinations necessary to calculate any payment(s) on the securities. Moreover, certain determinations made by MS & Co., in its capacity as calculation agent, may require it to exercise discretion and make subjective judgments, which may adversely affect your return on the securities. In addition, MS & Co. has determined the estimated value of the securities on the pricing date.
￭Hedging and trading activity by our affiliates could potentially adversely affect the value of the securities.
Page 10
Morgan Stanley Finance LLC
|
Contingent Income Auto-Callable Securities Principal at Risk Securities |
Historical Information
Nasdaq-100 Index® Overview
Bloomberg Ticker Symbol: NDX
The Nasdaq-100 Index® is a modified capitalization-weighted index of 100 of the largest and most actively traded equity securities of non-financial companies listed on The Nasdaq Stock Market LLC (the “Nasdaq”). The underlying index publisher with respect to the Nasdaq-100 Index® is Nasdaq, Inc., or any successor thereof. The Nasdaq-100 Index® includes companies across a variety of major industry groups. At any moment in time, the value of the Nasdaq-100 Index® equals the aggregate value of the then-current Nasdaq-100 Index® share weights of each of the Nasdaq-100 Index® component securities, which are based on the total shares outstanding of each such Nasdaq-100 Index® component security, multiplied by each such security’s respective last sale price on the Nasdaq (which may be the official closing price published by the Nasdaq), and divided by a scaling factor, which becomes the basis for the reported Nasdaq-100 Index® value. For additional information about the Nasdaq-100 Index®, see the information set forth under “Nasdaq-100 Index®” in the accompanying index supplement.
The closing level of the NDX Index on October 10, 2025 was 24,221.75. The following graph sets forth the daily closing levels of the underlier for the period noted below. We obtained the historical information presented in this document from Bloomberg Financial Markets, without independent verification. The underlier has at times experienced periods of high volatility. You should not take the historical closing levels of the underlier as an indication of its future performance, and no assurance can be given as to the closing level of the underlier at any time.
|
NDX Index Daily Closing Levels January 1, 2020 to October 10, 2025 |
|
|
Page 11
Morgan Stanley Finance LLC
|
Contingent Income Auto-Callable Securities Principal at Risk Securities |
Dow Jones Industrial AverageSM Overview
Bloomberg Ticker Symbol: INDU
The Dow Jones Industrial AverageSM is a price-weighted index composed of 30 common stocks selected as representative of the broad market of U.S. industry, excluding transportation and utilities. The underlying index publisher with respect to the Dow Jones Industrial AverageSM is S&P® Dow Jones Indices LLC, or any successor thereof. For additional information about the Dow Jones Industrial AverageSM, see the information set forth under “Dow Jones Industrial AverageSM” in the accompanying index supplement.
The closing level of the INDU Index on October 10, 2025 was 45,479.60. The following graph sets forth the daily closing levels of the underlier for the period noted below. We obtained the historical information presented in this document from Bloomberg Financial Markets, without independent verification. The underlier has at times experienced periods of high volatility. You should not take the historical closing levels of the underlier as an indication of its future performance, and no assurance can be given as to the closing level of the underlier at any time.
|
INDU Index Daily Closing Levels January 1, 2020 to October 10, 2025 |
|
|
Page 12
Morgan Stanley Finance LLC
|
Contingent Income Auto-Callable Securities Principal at Risk Securities |
Russell 2000® Index Overview
Bloomberg Ticker Symbol: RTY
The Russell 2000® Index is an index that measures the capitalization-weighted price performance of 2,000 U.S. small-capitalization stocks listed on eligible U.S. exchanges. The underlying index publisher with respect to the Russell 2000® Index is FTSE International Limited, or any successor thereof. The Russell 2000® Index is designed to track the performance of the small-capitalization segment of the U.S. equity market. The companies included in the Russell 2000® Index are the middle 2,000 (i.e., those ranked 1,001 through 3,000) of the companies that form the Russell 3000E™ Index. The Russell 2000® Index represents approximately 7% of the U.S. equity market. For additional information about the Russell 2000® Index, see the information set forth under “Russell Indices—Russell 2000® Index” in the accompanying index supplement.
The closing level of the RTY Index on October 10, 2025 was 2,394.595. The following graph sets forth the daily closing levels of the underlier for the period noted below. We obtained the historical information presented in this document from Bloomberg Financial Markets, without independent verification. The underlier has at times experienced periods of high volatility. You should not take the historical closing levels of the underlier as an indication of its future performance, and no assurance can be given as to the closing level of the underlier at any time.
|
RTY Index Daily Closing Levels January 1, 2020 to October 10, 2025 |
|
|
Page 13
Morgan Stanley Finance LLC
|
Contingent Income Auto-Callable Securities Principal at Risk Securities |
Additional Terms of the Securities
Please read this information in conjunction with the terms on the cover of this document.
|
Additional Terms: |
|
|
If the terms described herein are inconsistent with those described in the accompanying product supplement, index supplement or prospectus, the terms described herein shall control. |
|
|
Denominations: |
$1,000 per security and integral multiples thereof |
|
Day-count convention: |
Interest will be computed on the basis of a 360-day year of twelve 30-day months. |
|
Interest period: |
The period from and including the original issue date (in the case of the first interest period) or the previous scheduled coupon payment date, as applicable, to but excluding the following scheduled coupon payment date, with no adjustment for any postponement thereof. |
|
Amortization period: |
The 6-month period following the issue date |
|
Trustee: |
The Bank of New York Mellon |
|
Calculation agent: |
Morgan Stanley & Co. LLC (“MS & Co.”) |
Page 14
Morgan Stanley Finance LLC
|
Contingent Income Auto-Callable Securities Principal at Risk Securities |
Additional Information About the Securities
|
Additional Information: |
|
|
Minimum ticketing size: |
$1,000 / 1 security |
|
United States federal income tax considerations: |
You should review carefully the section in the accompanying product supplement entitled “United States Federal Income Tax Considerations.” The following discussion, when read in combination with that section, constitutes the full opinion of our counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of the securities. Generally, this discussion assumes that you purchased the securities for cash in the original issuance at the stated issue price and does not address other circumstances specific to you, including consequences that may arise due to any other investments relating to an underlier. You should consult your tax adviser regarding the effect any such circumstances may have on the U.S. federal income tax consequences of your ownership of a security. In the opinion of our counsel, which is based on current market conditions, it is reasonable to treat the securities for U.S. federal income tax purposes as prepaid financial contracts with associated coupons, and any coupons as ordinary income, as described in the section entitled “United States Federal Income Tax Considerations—Tax Consequences to U.S. Holders—Securities Treated as Prepaid Financial Contracts with Associated Coupons” in the accompanying product supplement. There is uncertainty regarding this treatment, and the IRS or a court might not agree with it. Moreover, because this treatment of the securities and our counsel’s opinion are based on market conditions as of the date of this preliminary pricing supplement, each is subject to confirmation on the pricing date. A different tax treatment could be adverse to you. We do not plan to request a ruling from the IRS regarding the treatment of the securities. An alternative characterization of the securities could materially and adversely affect the tax consequences of ownership and disposition of the securities, including the timing and character of income recognized. In particular, there is a risk that the securities could be characterized as debt instruments for U.S. federal income tax purposes, in which case the tax consequences of an investment in the securities could be different from those described herein and possibly adverse to certain investors. In addition, the U.S. Treasury Department and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts” and similar financial instruments and have indicated that such transactions may be the subject of future regulations or other guidance. Furthermore, members of Congress have proposed legislative changes to the tax treatment of derivative contracts. Any legislation, Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. Non-U.S. Holders. The U.S. federal income tax treatment of the coupons is unclear. To the extent that we have withholding responsibility in respect of the securities, we would expect generally to treat the coupons paid to Non-U.S. Holders (as defined in the accompanying product supplement) as subject to U.S. withholding tax. Moreover, you should expect that, if the applicable withholding agent determines that withholding tax should apply, it will be at a rate of 30% (or lower treaty rate). In order to claim an exemption from, or a reduction in, the 30% withholding under an applicable treaty, you may need to comply with certification requirements to establish that you are not a U.S. person and are eligible for such an exemption or reduction under an applicable tax treaty. You should consult your tax adviser regarding the tax treatment of the coupons. As discussed under “United States Federal Income Tax Considerations—Tax Consequences to Non-U.S. Holders—Dividend Equivalents under Section 871(m) of the Code” in the accompanying product supplement, Section 871(m) of the Internal Revenue Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include U.S. equities. The Treasury regulations, as modified by an IRS notice, exempt financial instruments issued prior to January 1, 2027 that do not have a “delta” of one. Based on certain determinations made by us, we expect that Section 871(m) will not apply to the securities with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree with this determination. If necessary, further information regarding the potential application of Section 871(m) will be provided in the final pricing supplement for the securities. We will not be required to pay any additional amounts with respect to U.S. federal withholding taxes. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the securities, including possible alternative treatments, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction. |
Page 15
Morgan Stanley Finance LLC
|
Contingent Income Auto-Callable Securities Principal at Risk Securities |
|
Additional considerations: |
Client accounts over which Morgan Stanley, Morgan Stanley Wealth Management or any of their respective subsidiaries have investment discretion are not permitted to purchase the securities, either directly or indirectly. |
|
Supplemental information regarding plan of distribution; conflicts of interest: |
Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $ for each security they sell. MS & Co. is an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley, and it and other affiliates of ours expect to make a profit by selling, structuring and, when applicable, hedging the securities. MS & Co. will conduct this offering in compliance with the requirements of FINRA Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member firm’s distribution of the securities of an affiliate and related conflicts of interest. MS & Co. or any of our other affiliates may not make sales in this offering to any discretionary account. See “Plan of Distribution (Conflicts of Interest)” and “Use of Proceeds and Hedging” in the accompanying product supplement. |
|
Where you can find more information: |
Morgan Stanley and MSFL have filed a registration statement (including a prospectus, as supplemented by the product supplement and the index supplement) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. You should read the prospectus in that registration statement, the product supplement, the index supplement and any other documents relating to this offering that MSFL and Morgan Stanley have filed with the SEC for more complete information about Morgan Stanley and this offering. 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, should refer instead to the accompanying prospectus dated April 12, 2024 or to the corresponding sections of such prospectus, as applicable. You may get these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, MSFL, Morgan Stanley, any underwriter or any dealer participating in the offering will arrange to send you the prospectus, the index supplement and the product supplement if you so request by calling toll-free 1-(800)-584-6837. Terms used but not defined in this document are defined in the product supplement, in the index supplement or in the prospectus. Each of the product supplement, the index supplement and the prospectus can be accessed via the hyperlinks set forth on the cover of this document. |
Page 16
