Morgan Stanley Finance LLC filed a Free Writing Prospectus to Preliminary Pricing Supplement No. 19,964 on November 6, 2026, disclosing terms for SPXGN406 Jump Securities with an Auto-Callable Feature due December 4, 2031.

Key Highlights

  • Issuer and guarantor: Morgan Stanley Finance LLC is the issuer, with Morgan Stanley as guarantor.
  • Underlier: The securities are linked to the S&P 500 Gold Navigator 40% VT 6% Decrement Index (USD) ER (SPXGN406).
  • Estimated value: $926.80 per security, or within $55.00 of that estimate, against an implied original issue price above that figure.
  • Auto-call schedule: Up to 48 monthly determination dates beginning December 1, 2027, with early redemption payments ranging from $1,225.00 to $2,106.25 per security.
  • Call threshold level: 90% of the initial level; downside threshold level is 50% of the initial level.
  • No principal guarantee: According to the filing, "The securities do not guarantee the return of any principal."
  • CUSIP: 61781TWU3; maturity date December 4, 2031; pricing date November 30, 2026.

Terms and Structure of the SPXGN406 Jump Securities

According to the filing, the securities are issued by Morgan Stanley Finance LLC (NYSE:MS) under Registration Statement Nos. 333-293641 and 333-293641-01, with Morgan Stanley serving as guarantor. The underlying index, the S&P 500 Gold Navigator 40% VT 6% Decrement Index (USD) ER, includes a decrement feature whereby 6% per annum is deducted daily from the level of the underlying index. The filing states this decrement "will adversely affect the performance of the underlying index in all cases, whether the underlying index appreciates or depreciates."

The auto-callable structure provides for up to 48 monthly early redemption observation dates. If the closing level of the underlier is at or above the call threshold level (90% of the initial level) on any determination date, investors receive the specified early redemption payment for that period. The first determination date is December 1, 2027, with a payment of $1,225.00 per security, and payments step up by $18.75 per period through the final determination date of December 1, 2031. If the securities are not redeemed early, the filing's hypothetical examples show a payment at maturity of $2,125.00 per security if the underlier is flat or higher, $1,000.00 at a negative 50% change, $490.00 at negative 51%, and $0.00 at negative 100%.

The filing discloses that the estimated value of $926.80 per security is determined by reference to Morgan Stanley's pricing and valuation models and is described as "not a maximum or minimum secondary market price." The filing further notes that costs associated with issuing, selling, structuring, and hedging the securities are included in the original issue price, causing the estimated value to be less than the original issue price. The securities will not be listed on any securities exchange, and secondary trading may be limited, the filing states.

What Was Disclosed

Morgan Stanley Finance LLC disclosed the preliminary terms of auto-callable structured notes linked to the SPXGN406 index, including an estimated value of $926.80 per security, a 48-period monthly call schedule, a 50% downside threshold, no principal guarantee, and a maturity date of December 4, 2031.