Morgan Stanley Finance LLC filed a Free Writing Prospectus on October 27, 2026, for Market Linked Securities auto-callable with contingent coupon and memory feature, principal at risk, linked to the common stock of Caterpillar Inc. and due November 1, 2029.

Key Highlights

  • Contingent coupon rate: At least 10.30% per annum, to be set on the pricing date of October 28, 2026, paid quarterly if the stock closing price is at or above the coupon threshold price.
  • Memory feature: Previously unpaid contingent coupon payments accumulate and are paid on any subsequent calculation day when the stock closing price meets or exceeds the coupon threshold price.
  • Threshold levels: Both the coupon threshold price and the downside threshold price are set at 60% of the starting price.
  • Estimated value: The filing states the estimated value of each security on the pricing date will be approximately $963.80, or within $30.00 of that estimate, against a face amount of $1,000.
  • Auto-call feature: Beginning January 2027, if the stock closing price on any quarterly calculation day equals or exceeds the starting price, securities are called at face amount plus any due contingent coupon payments.
  • Downside risk: According to the filing, if the ending price is less than the downside threshold price at maturity, investors "will lose more than 40%, and possibly all, of the face amount" of their securities.
  • Agent commissions: Wells Fargo Securities, LLC will receive a commission of up to $23.25 per security sold; dealers including Wells Fargo Advisors may receive a selling concession of up to $17.50 per security, and WFA may receive a distribution expense fee of $0.75 per security sold by WFA.

Structure and Terms of the Caterpillar-Linked Securities

Morgan Stanley Finance LLC, with Morgan Stanley as guarantor, is offering Market Linked Securities under registration statement nos. 333-293641 and 333-293641-01. The securities carry CUSIP 61781TLX9, with an original issue date of November 2, 2026, and a maturity date of November 1, 2029. The face amount is $1,000 per security, available in denominations of $1,000 and any integral multiple thereof. Morgan Stanley & Co. LLC acts as calculation agent, and the offering is distributed through Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC.

Quarterly calculation days fall on the 28th of each January, April, July, and October, beginning January 2027 through the final calculation day in October 2029. Contingent coupon payments are made three business days after each applicable calculation day. The filing notes that the face amount includes "costs associated with issuing, selling, structuring and hedging the securities, which are borne by you," and that the estimated value on the pricing date is approximately $963.80 per security. Selected dealers may also receive a fee of up to 0.30% for marketing and other services, according to the filing.

The filing identifies several risks, including that the securities are not listed on any securities exchange, secondary trading may be limited, and all payments are subject to the credit risk of Morgan Stanley and MSFL. The filing further discloses that "as a finance subsidiary, MSFL has no independent operations and will have no independent assets." The U.S. federal income tax consequences are described as uncertain. Investors who do not receive an automatic call and whose securities end below the downside threshold will receive $1,000 multiplied by the performance factor, which equals the ending price divided by the starting price.

What Was Disclosed

Morgan Stanley Finance LLC filed a Free Writing Prospectus for principal-at-risk structured notes linked to Caterpillar Inc. common stock, disclosing pricing terms, a contingent coupon rate of at least 10.30% per annum, an estimated security value of approximately $963.80, and detailed risk factors including full downside exposure if the ending price falls below 60% of the starting price.