Morgan Stanley Finance LLC filed a free writing prospectus on November 5, 2026, disclosing preliminary terms for Market Linked Securities linked to a basket of three equity indices and two ETFs, maturing November 21, 2031, and fully and unconditionally guaranteed by Morgan Stanley.

Key Highlights

  • Issuer and guarantor: Morgan Stanley Finance LLC is the issuer, with Morgan Stanley acting as full and unconditional guarantor of all payments on the securities.
  • Basket composition: The basket is weighted 50.00% S&P 500 Index, 15.00% S&P MidCap 400 Index, 15.00% iShares MSCI EAFE ETF, 10.00% Russell 2000 Index, and 10.00% iShares MSCI Emerging Markets ETF.
  • Participation and cap: The securities offer a 150% participation rate on upside basket performance, subject to a maximum return of at least 63.75% of face amount per security ($637.50 per security), to be set on the pricing date.
  • Downside threshold: The threshold level is 70.00, equal to 70% of the starting level; if the ending level falls below this, investors "will lose more than 30%, and possibly all, of the face amount," according to the filing.
  • Estimated value at pricing: The filing states the estimated value of each security on the pricing date will be approximately $941.70, or within $41.70 of that estimate, less than the $1,000 face amount.
  • Agent commissions: Wells Fargo Securities, LLC will receive a commission of up to $38.70 per security sold; dealers including Wells Fargo Advisors may receive a selling concession of up to $30 per security, and Wells Fargo Advisors may receive a distribution expense fee of $1.20 per security it sells.
  • No exchange listing: According to the filing, "the securities will not be listed on any securities exchange and secondary trading may be limited."

Terms and Structure of the Basket-Linked Securities Offering

According to the filing, Morgan Stanley Finance LLC is offering principal at risk securities linked to a five-component basket with a starting level of 100.00. The basket return is calculated as the ending level minus the starting level, divided by the starting level. The ending level is determined on the calculation day, which the filing identifies as November 18, 2031, and the maturity date is November 21, 2031, both subject to change. The face amount of each security is $1,000, with denominations available in $1,000 and any integral multiple thereof. The CUSIP assigned to this offering is 61781TVX8.

The filing describes three maturity payment scenarios. If the ending level exceeds the starting level, the payment equals the face amount plus the lesser of the leveraged basket gain (face amount multiplied by basket return multiplied by the 150% participation rate) or the maximum return amount. If the ending level is at or below the starting level but at or above the threshold level of 70.00, the payment equals the face amount only, meaning no interest is paid. If the ending level falls below the threshold level, the payment equals the face amount plus the product of the face amount and the basket return, which the filing notes could result in a loss of more than 30%, and possibly all, of principal.

The filing discloses that the estimated value of approximately $941.70 per security reflects costs associated with "issuing, selling, structuring and hedging the securities, which are borne by you." Morgan Stanley Finance LLC is described in the filing as a finance subsidiary with "no independent operations" and "no independent assets," with all payment obligations depending on Morgan Stanley as guarantor. The filing notes that U.S. federal income tax consequences of investing in these securities "are uncertain" and directs investors to accompanying supplement documents for further detail.

What Was Disclosed

Morgan Stanley Finance LLC disclosed preliminary terms for a structured note offering linked to a weighted basket of equity indices and ETFs, with a 150% upside participation rate subject to a cap, a 70% downside threshold, an estimated pricing-date value of approximately $941.70 per security, and a stated maturity of November 21, 2031.