Morgan Stanley Finance LLC filed a Free Writing Prospectus (Preliminary Pricing Supplement No. 19,761) on October 29, 2026, for Market Linked Notes due November 12, 2031, linked to a basket of the EURO STOXX 50 Index and the Nasdaq-100 Index, fully and unconditionally guaranteed by Morgan Stanley.

Key Highlights

  • Basket composition: The market measure is a basket weighted 50.00% in the EURO STOXX 50 Index and 50.00% in the Nasdaq-100 Index.
  • Principal amount: $1,000 per note, with denominations of $1,000 and any integral multiple of $1,000.
  • Maximum return: At least 67.10% of the principal amount per note ($671 per note), to be determined on the pricing date of November 6, 2026.
  • Participation rate: 100%, with principal return at maturity if the ending level is less than or equal to the starting level.
  • Estimated value: Approximately $935.90 per note on the pricing date, or within $35.90 of that estimate, which is less than the $1,000 principal amount.
  • Agent commissions: Wells Fargo Securities, LLC will receive a commission of up to $43.70 per note; dealers including Wells Fargo Advisors may receive a selling concession of up to $30.00 per note, and WFA may receive a distribution expense fee of $1.20 per note sold by WFA.
  • Maturity date: November 12, 2031, with a calculation day of November 6, 2031.

Terms and Structure of the Morgan Stanley Finance LLC Basket-Linked Notes

According to the filing, Morgan Stanley Finance LLC is the issuer of Market Linked Notes due November 12, 2031, with Morgan Stanley serving as the full and unconditional guarantor. The notes are linked to a basket with equal 50.00% weightings in the EURO STOXX 50 Index and the Nasdaq-100 Index. The pricing date is scheduled for November 6, 2026, and the original issue date for November 12, 2026, both subject to change. The CUSIP for the notes is 61781TPF4. Registration Statement Nos. 333-293641 and 333-293641-01 cover this offering.

The filing describes the maturity payment structure as follows: if the ending level is greater than the starting level of 100, holders receive $1,000 plus the lesser of (i) $1,000 multiplied by the index return and the participation rate of 100%, or (ii) the maximum return of at least 67.10% ($671 per note). If the ending level is less than or equal to the starting level, holders receive $1,000 per note, providing principal return at maturity. The filing discloses that the ending level is calculated as the product of 100 and an amount equal to 1 plus the sum of 50% of the EURO STOXX 50 component return and 50% of the Nasdaq-100 component return.

The filing states that the estimated value of each note on the pricing date is approximately $935.90, reflecting costs associated with issuing, selling, structuring, and hedging the notes that are borne by the investor, making the estimated value less than the $1,000 principal. The notes will not be listed on any securities exchange, and secondary trading may be limited, according to the filing. Morgan Stanley & Co. LLC, an affiliate of the issuer and guarantor, will act as calculation agent. The filing notes that all payments are subject to the credit risk of Morgan Stanley and MSFL.

What Was Disclosed

Morgan Stanley Finance LLC disclosed preliminary terms for Market Linked Notes (Preliminary Pricing Supplement No. 19,761) due November 12, 2031, linked equally to the EURO STOXX 50 and Nasdaq-100 indices, with a 100% participation rate, a maximum return of at least 67.10%, and principal return if the basket does not appreciate.