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Morgan Stanley SPUMP40 Auto-Callable Notes Priced November 24

Morgan Stanley Finance LLC filed a free writing prospectus on November 2, 2026, disclosing preliminary terms for its SPUMP40 Contingent Income Memory Buffered Auto-Callable Securities due November 28, 2031, under Registration Statement Nos. 333-293641 and 333-293641-01.

Key Highlights

  • Underlier: The securities are linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index (SPUMP40), which was established on March 14, 2022 and carries a fixed annual decrement of 4%.
  • Contingent coupon range: The filing discloses a preliminary coupon of 10.10% to 11.10% per annum, paid monthly, with a memory feature, subject to the underlier closing at or above 60% of its initial level on each observation date.
  • Buffer and loss exposure: A 15% buffer applies at maturity; beyond that, the filing states a maximum loss of 85% of principal per security.
  • Estimated value: The securities carry an estimated value of $898.90 per security, or within $48.90 of that estimate, which the filing notes is less than the $1,000 original issue price.
  • 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 any redemption determination date.
  • Key dates: The pricing date is November 24, 2026; the final observation date and maturity date are November 24, 2031, and November 28, 2031, respectively; CUSIP 61781TRJ4.
  • No exchange listing: According to the filing, the securities will not be listed on any securities exchange and secondary trading may be limited.

Terms and Structure of the SPUMP40 Securities Offered by Morgan Stanley Finance LLC

According to the free writing prospectus filed November 2, 2026, Morgan Stanley Finance LLC (MSFL), guaranteed by Morgan Stanley (NYSE:MS), is offering auto-callable structured securities linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index. The filing describes MSFL as having "no independent operations" and "no independent assets" as a finance subsidiary, meaning all payment obligations rest on the credit of Morgan Stanley as guarantor. All payments are stated to be subject to Morgan Stanley's credit risk.

The securities offer a contingent monthly coupon in the range of 10.10% to 11.10% per annum, with a memory feature, provided the underlier's closing level on the relevant observation date is at or above the coupon barrier level of 60% of the initial level. If that barrier is not met on a given observation date, no coupon is paid for that period, though the memory feature means missed coupons may be paid at a later date when the barrier is met. Investors, the filing states, "will not participate in any appreciation in the value of the underlier."

At maturity, if the securities have not been automatically redeemed and the underlier has declined by 15% or less, the filing's hypothetical table shows a payment of $1,000.00 per security. Declines beyond 15% result in losses on a one-for-one basis below the buffer: for example, a 50% decline in the underlier produces a payment of $650.00 per security, and a 100% decline produces $150.00 per security, according to the filing's hypothetical table. The filing also discloses that the index was established on March 14, 2022, giving it "very limited operating history," and that its built-in 4% annual decrement "will adversely affect the performance of the Index in all cases."

What Was Disclosed

Morgan Stanley Finance LLC filed a free writing prospectus disclosing preliminary terms for structured auto-callable securities linked to the SPUMP40 index, including a contingent coupon of 10.10% to 11.10% per annum, a 15% principal buffer, an estimated value of $898.90 per security, and a maturity date of November 28, 2031.