Morgan Stanley Finance LLC filed a Free Writing Prospectus on November 2, 2026, summarizing the terms of Worst-of NDXT, RTY and SPX Contingent Income Auto-Callable Securities due June 2, 2028, under Registration Statement Nos. 333-293641 and 333-293641-01.

Key Highlights

  • Issuer and guarantor: Morgan Stanley Finance LLC is the issuer, with Morgan Stanley as guarantor, and all payments are subject to Morgan Stanley's credit risk.
  • Contingent coupon rate: The securities carry a contingent coupon of 10.50% to 11.50% per annum, paid quarterly, subject to each underlier closing at or above 80% of its initial level on the relevant observation date.
  • Automatic early redemption: Beginning after 6 months, the securities may be automatically redeemed quarterly if each underlier closes at or above 100% of its initial level on a redemption determination date.
  • Downside threshold: If the worst-performing underlier falls more than 30% from its initial level at maturity, repayment is reduced one-for-one with that decline, with a potential loss of all principal.
  • Estimated value: The filing states an estimated value of $962.40 per security, or within $35.00 of that estimate, against a face value of $1,000.
  • Key dates: The pricing date is November 30, 2026; the final observation date is May 30, 2028; and the maturity date is June 2, 2028.
  • CUSIP: 61781TA94; the securities will not be listed on any securities exchange.

Structure and Risk Profile of the Auto-Callable Securities

According to the filing, the securities are linked to the worst-performing of three underliers: the Nasdaq-100 Technology Sector Index (NDXT), the Russell 2000 Index (RTY), and the S&P 500 Index (SPX). The contingent coupon of 10.50% to 11.50% per annum is paid quarterly only when each underlier closes at or above its coupon barrier level, set at 80% of its respective initial level on the applicable observation date. If any underlier closes below that barrier on a given observation date, no coupon is paid for that period.

The filing describes automatic early redemption provisions beginning after 6 months, with quarterly redemption determination dates. If each underlier is at or above 100% of its initial level on any such date, the securities are redeemed at par and no further payments are made. At maturity, if the securities have not been redeemed early, the payment depends on the worst-performing underlier. According to the hypothetical payment table in the filing, a decline of 30% or less in the worst-performing underlier results in full return of the $1,000 principal, while a decline of 31% produces a payment of $690.00, and a 50% decline produces $500.00, with a 100% decline resulting in $0.00. The filing states that investors will not participate in any appreciation in any underlier.

The filing discloses that the estimated value of $962.40 per security is determined by Morgan Stanley's own pricing and valuation models, which "may differ from those of other dealers and is not a maximum or minimum secondary market price." The filing further states that costs associated with issuing, selling, structuring, and hedging the securities are included in the original issue price, which causes the estimated value to be less than that price. Morgan Stanley Finance LLC is described as having "no independent operations and will have no independent assets," as it is a finance subsidiary.

What Was Disclosed

Morgan Stanley Finance LLC filed a Free Writing Prospectus for Preliminary Pricing Supplement No. 19,738, outlining the terms of auto-callable structured securities linked to NDXT, RTY, and SPX, with a contingent coupon of 10.50% to 11.50% per annum, an estimated value of $962.40, and a maturity date of June 2, 2028.