Morgan Stanley Finance LLC filed a free writing prospectus on November 2, 2026, disclosing preliminary terms for Contingent Income Memory Auto-Callable Securities due November 28, 2031, linked to the S&P 500 Futures 40% Intraday 4% Decrement VT Index (SPXF40D4), with CUSIP 61781TSB0.

Key Highlights

  • Issuer and guarantor: Morgan Stanley Finance LLC is the issuer, with Morgan Stanley serving as guarantor; all payments are subject to Morgan Stanley's credit risk.
  • Contingent coupon range: The preliminary coupon is set at 13.50% to 14.50% per annum, paid monthly, with a memory feature, subject to the underlier closing at or above 70% of the initial level on the relevant observation date.
  • Downside threshold: A downside threshold level of 60% of the initial level applies; if the underlier falls below that level at final observation, principal loss is possible on a 1-to-1 basis, down to $0.00.
  • Estimated value: The filing states an estimated value of $899.80 per security, or within $49.80 of that estimate, against an implied original issue price of $1,000.00.
  • Auto-call feature: Beginning after one year, the securities may be automatically redeemed monthly if the underlier closes at or above 100% of its initial level on a redemption determination date.
  • Pricing and maturity dates: The pricing date is November 24, 2026, with a final observation date of November 24, 2031, and a maturity date of November 28, 2031.
  • No exchange listing: According to the filing, "The securities will not be listed on any securities exchange and secondary trading may be limited."

Preliminary Terms of the SPXF40D4-Linked Securities Issued by Morgan Stanley Finance LLC

The free writing prospectus, filed pursuant to Rule 433 under Registration Statement Nos. 333-293641 and 333-293641-01, describes structured notes issued by Morgan Stanley Finance LLC, a finance subsidiary with, as the filing states, "no independent operations" and "no independent assets." Morgan Stanley, the parent, acts as guarantor. The securities are linked to the S&P 500 Futures 40% Intraday 4% Decrement VT Index, an index that was established on August 30, 2024, and therefore carries what the filing calls "very limited operating history."

The underlier incorporates a built-in 4% per annum decrement deducted daily from the index level. The filing discloses that this decrement "will adversely affect the performance of the underlier in all cases, whether the underlier appreciates or depreciates." Additionally, the index employs significant leverage, and the filing notes that higher future prices of linked futures contracts relative to current prices may also weigh on the underlier's value. These structural features distinguish the SPXF40D4 index from a standard equity index and introduce risks specific to futures-based, leveraged, and decrement-adjusted benchmarks.

Investors receive the contingent coupon only when the underlier closes at or above the coupon barrier level of 70% of the initial level on the relevant observation date. The memory feature allows previously missed coupons to be paid in a later period if the barrier condition is met. At maturity, if the underlier has declined by more than 40%, holders receive $1,000.00 multiplied by the percentage change in the underlier plus 100%, meaning a 50% underlier decline would produce $500.00 per security and a total loss would result from a 100% decline. The estimated value of $899.80 per security is described as determined by the company's own "pricing and valuation models, which may differ from those of other dealers."

What Was Disclosed

Morgan Stanley Finance LLC filed a free writing prospectus dated November 2, 2026, setting out preliminary terms for auto-callable structured notes linked to the SPXF40D4 index, with a contingent coupon of 13.50% to 14.50% per annum, a maturity date of November 28, 2031, and CUSIP 61781TSB0.