Morgan Stanley Finance LLC filed a Free Writing Prospectus on November 12, 2026, for Preliminary Pricing Supplement No. 20,037, describing DELL Contingent Income Memory Auto-Callable Securities due November 29, 2029, linked to Dell Technologies Inc. class C common stock.

Key Highlights

  • Issuer and guarantor: Morgan Stanley Finance LLC is the issuer; Morgan Stanley is the guarantor of all payments, which are subject to Morgan Stanley's credit risk.
  • Contingent coupon range: The securities carry a contingent coupon of 22.50% to 23.50% per annum, paid monthly, with a memory feature, subject to conditions tied to the underlier's closing level.
  • Coupon and downside barrier: Both the coupon barrier level and the downside threshold level are set at 60% of the initial level of Dell Technologies Inc. class C common stock (DELL).
  • Automatic early redemption: Beginning after 6 months, the securities will be automatically redeemed monthly if the closing level of DELL equals or exceeds 100% of the initial level on any redemption determination date.
  • Estimated value: The estimated value is $948.00 per security, or within $45.00 of that estimate, against an original issue price of $1,000.00 per security.
  • Key dates: The pricing date is November 24, 2026; the final observation date is November 26, 2029; and the maturity date is November 29, 2029.
  • CUSIP: 61781TZX4; the securities will not be listed on any securities exchange.

Terms and Structure of the DELL-Linked Auto-Callable Securities

According to the filing, Morgan Stanley Finance LLC is offering DELL Contingent Income Memory Auto-Callable Securities due November 29, 2029, under Registration Statement Nos. 333-293641 and 333-293641-01, filed pursuant to Rule 433. The underlier is Dell Technologies Inc. class C common stock (DELL). The securities are guaranteed by Morgan Stanley, and the filing states that "all payments are subject to our credit risk."

The filing discloses that the contingent coupon, ranging from 22.50% to 23.50% per annum with a memory feature, is paid monthly but is not guaranteed. Coupon payment depends on the closing level of DELL on the relevant observation date relative to the 60% coupon barrier level. If DELL closes below that barrier on a given observation date, no coupon is paid for that period, though the memory feature may allow deferred coupons to be recovered later, as described in the accompanying preliminary pricing supplement. Investors will not participate in any appreciation in the value of the underlier, the filing states.

At maturity, if the securities have not been automatically redeemed and DELL has declined by more than 40% from its initial level, the filing's hypothetical payment table shows that investors would receive less than the full $1,000.00 per security, with a $590.00 payment at a 41% decline, $500.00 at a 50% decline, and $0.00 at a 100% decline. The filing explicitly states that "the securities do not guarantee the return of any principal." The estimated value of $948.00 per security is below the original issue price, which the filing attributes to costs associated with "issuing, selling, structuring and hedging the securities."

What Was Disclosed

Morgan Stanley Finance LLC disclosed the preliminary terms of structured auto-callable securities linked to Dell Technologies class C common stock, including the coupon range, barrier levels, early redemption conditions, estimated value, key dates, and principal risk factors as of November 11, 2026.