Morgan Stanley Finance LLC filed a preliminary pricing supplement on August 4, 2026, for Jump Notes due September 6, 2029, linked to the American Depositary Shares of Novo Nordisk A/S, fully and unconditionally guaranteed by Morgan Stanley (NYSE: MS).

Key Highlights

  • Principal protected: The filing states that under no circumstances will the payment at maturity be less than the stated principal amount of $1,000 per note.
  • Fixed upside payment: If the final level is greater than or equal to the initial level, investors receive a fixed upside payment of $302.50 per note, equal to 30.25% of the stated principal amount, regardless of how much the underlier appreciates.
  • No interest: According to the filing, the notes will pay no interest over their term.
  • Estimated value below issue price: The filing discloses an estimated value on the pricing date of approximately $971.20 per note, or within $45.00 of that estimate, compared to the $1,000 issue price.
  • Key dates: The strike date and pricing date are both August 31, 2026; the original issue date is September 3, 2026; and the observation date is August 31, 2029.
  • Underlier: The notes are linked to Novo Nordisk A/S American Depositary Shares, each representing one Novo Nordisk A/S B share.
  • Distribution: The notes will be sold only to investors purchasing in fee-based advisory accounts and will not be listed on any securities exchange.

Structure and Terms of the Morgan Stanley Finance LLC Jump Notes

According to the preliminary pricing supplement filed under Registration Statement Nos. 333-293641 and 333-293641-01, Morgan Stanley Finance LLC ("MSFL") is the issuer and Morgan Stanley is the guarantor of these notes, which are part of MSFL's Series A Global Medium-Term Notes program. The notes carry a CUSIP of 61781DB23 and ISIN US61781DB235. The agent is Morgan Stanley & Co. LLC ("MS & Co."), described in the filing as an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley.

The filing explains the payment structure as a binary outcome at maturity: if the final level of the underlier on the observation date is greater than or equal to its initial level on the strike date, investors receive the $1,000 stated principal amount plus the $302.50 upside payment. If the final level is below the initial level, investors receive only the $1,000 stated principal amount. The filing's hypothetical examples illustrate that whether the underlier appreciates 10% or 100%, the return is capped at 30.25%, or $1,302.50 per note, while a 15% depreciation would still return $1,000 per note.

The filing discloses that the $1,000 issue price includes costs associated with issuing, selling, structuring, and hedging the notes, which are described as being "borne by you," resulting in the estimated value of approximately $971.20 being below the issue price. The filing notes that all payments are subject to the credit risk of the issuer and guarantor, and that the notes are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

What Was Disclosed

Morgan Stanley Finance LLC disclosed a preliminary pricing supplement for principal-protected Jump Notes due September 6, 2029, linked to Novo Nordisk A/S ADS, offering a fixed 30.25% upside payment if the underlier does not decline, with an estimated value of approximately $971.20 per note at pricing.