Morgan Stanley Finance LLC filed a Free Writing Prospectus on October 28, 2026, disclosing preliminary terms for its SPUMP40 Jump Notes with Auto-Callable Feature due November 17, 2033, linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index.

Key Highlights

  • Issuer and guarantor: The notes are issued by Morgan Stanley Finance LLC, with Morgan Stanley as guarantor, according to the filing.
  • Maturity date: The notes are scheduled to mature on November 17, 2033, with a pricing date of November 12, 2026, as disclosed.
  • Estimated value: The filing states an estimated value of $922.70 per note, or within $55.00 of that estimate, against an implied original issue price above that figure.
  • Auto-call schedule: Up to 24 quarterly determination dates are set, beginning November 12, 2027, with early redemption payments ranging from at least $1,090.00 per note on the first date to at least $1,607.50 on the 24th date.
  • Call threshold: Automatic early redemption on any determination date requires the underlier's closing level to be at or above 100% of the initial level, the filing states.
  • No interest payments: The filing discloses that "the notes do not pay interest."
  • CUSIP: The filing identifies the notes by CUSIP 61781TNQ2.

Structure and Terms of the SPUMP40 Jump Notes

According to the filing, the notes are linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index, referred to as "SPUMP40," which was established on March 14, 2022, and therefore has, in the filing's words, "very limited operating history." The index applies a decrement of 4% per annum, which the filing states "will adversely affect the performance of the Index in all cases, whether the Index appreciates or depreciates." The index is also described as subject to risks associated with the use of significant leverage and may not be fully invested at all times.

The auto-callable feature is structured around 24 quarterly determination dates. If the underlier's closing level meets or exceeds 100% of its initial level on any determination date, the notes are redeemed early and investors receive the applicable fixed payment for that date. A hypothetical example in the filing illustrates that a 20% gain in the underlier by the second determination date would result in an early redemption payment of $1,112.50 per note. If the notes reach maturity without being called, the filing's hypothetical payment table shows that the return on the notes mirrors the underlier's positive performance on a 1-to-1 basis, while declines of up to 100% in the underlier result in a 0.00% return, implying full principal protection at maturity if not redeemed early. All payments are described as subject to the credit risk of Morgan Stanley Finance LLC and its guarantor, Morgan Stanley.

The filing discloses that the estimated value of $922.70 per note is below the original issue price, reflecting, as stated, "costs associated with issuing, selling, structuring and hedging the notes." The notes will not be listed on any securities exchange, and secondary trading may be limited, according to the filing. The U.S. federal income tax consequences are characterized in the filing as "uncertain."

What Was Disclosed

Morgan Stanley Finance LLC filed a Free Writing Prospectus for Preliminary Pricing Supplement No. 19,747, setting out preliminary terms for auto-callable structured notes linked to the SPUMP40 index, with a maturity date of November 17, 2033, an estimated per-note value of $922.70, and CUSIP 61781TNQ2.