Morgan Stanley Finance LLC filed a free writing prospectus on November 12, 2026, for Market Linked Securities linked to the Class A common stock of Alphabet Inc., with a maturity date of November 24, 2028, fully and unconditionally guaranteed by Morgan Stanley.

Key Highlights

  • Face amount: $1,000 per security, with denominations of $1,000 and any integral multiple of $1,000.
  • Participation rate: 150% on upside stock return, capped at a maximum return of at least 33.75% of face amount ($337.50 per security), to be determined on the pricing date of November 19, 2026.
  • Buffer protection: A 20% buffer amount applies on the downside; the threshold price is 80% of the starting price. If the ending price falls below the threshold, investors may lose up to 80% of the face amount.
  • Estimated value: The filing states the estimated value of each security on the pricing date will be approximately $958.10, or within $35.00 of that estimate.
  • Agent commissions: Wells Fargo Securities, LLC will receive a commission of up to $25.75 per security sold; dealers including Wells Fargo Advisors may receive a selling concession of up to $20.00 per security, and Wells Fargo Advisors may receive a distribution expense fee of $0.75 per security.
  • CUSIP: 61781TZS5; the securities will not be listed on any securities exchange.

Terms and Risk Profile of the Alphabet-Linked Principal at Risk Securities

According to the filing, Morgan Stanley Finance LLC is offering Market Linked Securities described as "Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside" securities linked to the Class A common stock of Alphabet Inc. The pricing date is scheduled for November 19, 2026, with an original issue date of November 24, 2026, and a maturity date of November 24, 2028. The calculation day is November 20, 2028, all subject to change as noted in the document.

The filing describes three maturity payment scenarios. If the ending price exceeds the starting price, investors receive $1,000 plus the lesser of the leveraged stock return (at a 150% participation rate) or the maximum return. If the ending price is at or below the starting price but at or above 80% of the starting price (the threshold price), investors receive $1,000. If the ending price falls below the threshold price, investors receive $1,000 plus the product of $1,000 and the sum of the stock return and the 20% buffer amount, meaning losses of up to 80% of face amount are possible. The filing states: "If the ending price is less than the threshold price, you will receive less, and up to 80% less, than the face amount of your securities at maturity."

The filing notes that the face amount of $1,000 "includes costs associated with issuing, selling, structuring and hedging the securities, which are borne by you," causing the estimated value to be less than $1,000. The securities do not pay interest, are subject to Morgan Stanley's credit risk, and will not be listed on any securities exchange. Morgan Stanley & Co. LLC, an affiliate of the issuer and guarantor, serves as calculation agent. Registration Statement Nos. 333-293641 and 333-293641-01 cover the offering.

What Was Disclosed

Morgan Stanley Finance LLC filed a free writing prospectus describing the preliminary terms of principal at risk securities linked to Alphabet Inc. Class A shares, maturing November 24, 2028, with 150% upside participation capped at a maximum return of at least 33.75% and a 20% downside buffer.