Morgan Stanley Finance LLC filed a Free Writing Prospectus to Preliminary Pricing Supplement No. 20,031 on November 12, 2026, for principal-at-risk securities linked to NVIDIA Corporation common stock and maturing November 23, 2029, fully and unconditionally guaranteed by Morgan Stanley.

Key Highlights

  • Underlying asset: Securities are linked to the common stock of NVIDIA Corporation, with a pricing date of November 17, 2026, and an original issue date of November 20, 2026.
  • Contingent coupon rate: At least 11.25% per annum, to be determined on the pricing date, paid monthly if the stock closing price is at or above the coupon threshold price of 60% of the starting price.
  • Auto-call feature: Beginning in February 2027, securities are automatically called if the stock closing price on any monthly calculation day equals or exceeds the starting price, returning face amount plus any contingent coupon payments due.
  • Downside threshold: Set at 60% of the starting price; if the ending price falls below this level at maturity, investors receive $1,000 multiplied by the performance factor, potentially losing more than 40% or all of the face amount.
  • Estimated value at pricing: Approximately $962.00 per security, or within $30.00 of that estimate, less than the $1,000 face amount per security.
  • 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.
  • CUSIP: 61781TZT3; securities will not be listed on any securities exchange.

Terms and Risk Profile of the NVIDIA-Linked Structured Securities

According to the filing, Morgan Stanley Finance LLC is offering Market Linked Securities described as "Auto-Callable with Contingent Coupon with Memory Feature and Contingent Downside" with a face amount of $1,000 per security. The contingent coupon, if paid, is calculated as ($1,000 multiplied by the contingent coupon rate) divided by 12 for each monthly period. The memory feature means that if any coupon payment is missed because the stock closing price was below the coupon threshold price, those unpaid amounts are carried forward and paid on the next calculation day when the threshold is met.

The filing discloses that investors will not participate in any appreciation of NVIDIA Corporation's common stock. Upside is limited to the sum of contingent coupon payments received. On the downside, if the ending price on the final calculation day in November 2029 is below the downside threshold price of 60% of the starting price, investors receive $1,000 multiplied by the performance factor, which the filing states could result in a loss of more than 40%, and "possibly all," of the face amount. The filing notes that all payments are subject to the credit risk of Morgan Stanley and MSFL.

The filing states that the $1,000 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 will be approximately $962.00 per security, or within $30.00 of that estimate. Calculation days occur monthly on the 17th of each month, beginning December 2026 and ending on the final calculation day in November 2029. The calculation agent is Morgan Stanley & Co. LLC, an affiliate of the issuer. Registration statement numbers cited are 333-293641 and 333-293641-01.

What Was Disclosed

Morgan Stanley Finance LLC disclosed the preliminary terms of principal-at-risk structured notes linked to NVIDIA Corporation common stock, including a contingent coupon of at least 11.25% per annum, a 60% downside threshold, an auto-call feature beginning February 2027, and an estimated security value of approximately $962.00 against a $1,000 face amount.