Morgan Stanley Finance LLC filed a free writing prospectus on November 6, 2026, disclosing preliminary terms for Contingent Income Memory Auto-Callable Securities (CUSIP 61781TWR0) linked to the S&P 500 Gold Navigator 40% VT 6% Decrement Index, with a maturity date of December 4, 2031.

Key Highlights

  • Underlier: The securities are linked to the S&P 500 Gold Navigator 40% VT 6% Decrement Index (USD) ER (SPXGN406).
  • Contingent coupon rate: 14.25% per annum, with a memory feature, paid monthly, subject to the underlier closing at or above the coupon barrier level of 60% of the initial level on the related observation date.
  • Automatic early redemption: Securities are automatically redeemed if the underlier closes at or above 100% of the initial level on any monthly redemption determination date, beginning after six months.
  • Downside threshold: A downside threshold level of 60% of the initial level applies; losses below that level are on a one-to-one basis with the underlier's decline, and principal is not guaranteed.
  • Estimated value: $931.90 per security, or within $55.00 of that estimate, which the filing notes is less than the original issue price.
  • Pricing date and maturity: Pricing date is November 30, 2026; final observation date is December 1, 2031; maturity date is December 4, 2031.
  • Guarantor: Morgan Stanley serves as guarantor; all payments are subject to the credit risk of the issuer and guarantor.

Terms and Risk Profile of the SPXGN406 Auto-Callable Securities

According to the filing, the issuer is Morgan Stanley Finance LLC, with Morgan Stanley as guarantor. The securities are described as Contingent Income Memory Auto-Callable Securities due December 4, 2031, registered under Registration Statement Nos. 333-293641 and 333-293641-01. The filing states that the securities will not be listed on any securities exchange and that secondary trading may be limited.

The filing discloses that the contingent coupon of 14.25% per annum is payable monthly only if the underlier's closing level on the relevant observation date is at or above the coupon barrier level of 60% of the initial level. A memory feature applies, as described in the accompanying preliminary pricing supplement. The call threshold level is set at 100% of the initial level, with automatic early redemption possible on a monthly basis beginning after six months. The filing states that "no further payments will be made on the securities once they have been automatically redeemed."

The filing's hypothetical payment table illustrates that if the underlier declines by 40% or less, the payment at maturity per security is $1,000.00; a decline of 41% produces a payment of $590.00; a decline of 50% produces $500.00; and a decline of 100% produces $0.00. The filing explicitly states that "the securities do not guarantee the return of any principal." The filing also discloses that the estimated value of $931.90 per security is determined by reference to Morgan Stanley's pricing and valuation models, which "may differ from those of other dealers," and that costs associated with issuing, selling, structuring, and hedging the securities are included in the original issue price. The filing notes that the underlying index includes a 6% per annum decrement deducted daily and has "very limited operating history."

What Was Disclosed

Morgan Stanley Finance LLC disclosed preliminary terms for auto-callable structured securities linked to the SPXGN406 index, including a 14.25% per annum contingent coupon, an estimated value of $931.90 per security, a December 4, 2031 maturity, and multiple risk factors including no principal guarantee and credit risk exposure.