Morgan Stanley Finance LLC filed a free writing prospectus on November 9, 2026, for Principal at Risk Securities linked to NVIDIA Corporation common stock, with an automatic call feature and contingent coupon with memory, maturing November 15, 2027.

Key Highlights

  • Issuer and guarantor: Morgan Stanley Finance LLC is the issuer, with Morgan Stanley as the full and unconditional guarantor.
  • Contingent coupon rate: At least 12.60% per annum, to be determined on the pricing date, paid monthly only if the stock closing price is at or above the coupon threshold price.
  • Coupon and downside threshold price: Both set at 60% of the starting price, which is the NVIDIA common stock closing price on November 5, 2026.
  • Automatic call: Beginning in February 2027, the securities may be called at face amount plus any due contingent coupon payments if the stock closing price on a monthly calculation day is at or above the starting price.
  • Estimated value at pricing: Approximately $964.60 per security, or within $25.00 of that estimate, against a face amount of $1,000.
  • Principal at risk: If not called and the ending price is below the downside threshold, investors "will lose more than 40%, and possibly all, of the face amount" at maturity, according to the filing.
  • CUSIP: 61781TXJ7; agents are Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, with Wells Fargo Securities receiving a commission of up to $15.75 per security sold.

NVIDIA-Linked Auto-Callable Structure: Terms and Risk Profile

According to the filing, the securities are structured as market linked, auto-callable instruments with a face amount of $1,000 per security. The contingent coupon, at a rate of at least 12.60% per annum, is paid monthly on a calculation day only if NVIDIA Corporation's common stock closing price is greater than or equal to 60% of the starting price. A memory feature means that if one or more coupons are missed because the stock fell below the threshold, those unpaid amounts become payable on any subsequent calculation day when the threshold is met.

The securities are subject to automatic call beginning in February 2027. On any monthly calculation day before the final calculation day, if NVIDIA's closing stock price is at or above the starting price (the November 5, 2026 closing price), holders receive the $1,000 face amount plus any due contingent coupon payments. If not called, the maturity payment at November 15, 2027 depends on NVIDIA's ending price relative to the downside threshold price of 60% of the starting price: at or above that threshold, holders receive $1,000; below it, holders receive $1,000 multiplied by the performance factor (ending price divided by starting price), exposing them to full downside loss below that level.

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," causing the estimated value on the pricing date to be approximately $964.60 per security. The filing also notes the securities will not be listed on any securities exchange, secondary trading may be limited, and all payments are subject to Morgan Stanley's credit risk. Registration statement numbers cited are 333-293641 and 333-293641-01.

What Was Disclosed

Morgan Stanley Finance LLC filed a free writing prospectus describing the preliminary terms of auto-callable, principal-at-risk securities linked to NVIDIA common stock, with a contingent coupon of at least 12.60% per annum, a 60% downside threshold, and a maturity date of November 15, 2027.