Morgan Stanley Finance LLC filed a Free Writing Prospectus to Preliminary Pricing Supplement No. 19,851 on November 4, 2026, for Market Linked Securities linked to the common stock of SoFi Technologies, Inc., due November 9, 2028, and fully and unconditionally guaranteed by Morgan Stanley.

Key Highlights

  • Issuer and guarantor: Morgan Stanley Finance LLC is the issuer; Morgan Stanley is the full and unconditional guarantor.
  • Contingent coupon rate: At least 15.10% per annum, to be determined on the pricing date of November 6, 2026.
  • Downside threshold and coupon threshold: Both set at 60% of the starting price; if the ending price falls below 60% of the starting price at maturity, investors may lose more than 40%, and possibly all, of the face amount.
  • Auto-call feature: Securities may be automatically called beginning in February 2027 if the stock closing price on any monthly calculation day equals or exceeds 100% of the starting price.
  • Estimated value at pricing: Approximately $964.30 per security, or within $25.00 of that estimate, against a face amount of $1,000.
  • CUSIP: 61781TSU8; maturity date November 9, 2028; denominations of $1,000 and integral multiples thereof.
  • Agent commissions: Wells Fargo Securities, LLC will receive a commission of up to $20.75 per security sold; dealers including Wells Fargo Advisors may receive a selling concession of up to $15.00 per security, and Wells Fargo Advisors may receive a distribution expense fee of $0.75 per security it sells.

Terms and Risk Profile of the SoFi-Linked Auto-Callable Securities

According to the filing, the securities are principal-at-risk structured notes with a face amount of $1,000 per security. The contingent coupon, at a rate of at least 15.10% per annum, is payable monthly only if the closing price of SoFi Technologies, Inc. common stock on the relevant calculation day equals or exceeds the coupon threshold price, set at 60% of the starting price. The filing also describes a memory feature: if coupon payments are missed because the stock closed below the threshold, those unpaid amounts accumulate and are paid on the next calculation day on which the threshold is met.

The filing states that if the securities are not called prior to maturity and the ending price on the final calculation day is less than the downside threshold price (60% of the starting price), investors will receive $1,000 multiplied by the performance factor, defined as the ending price divided by the starting price. The filing specifically discloses that in this scenario investors "will lose more than 40%, and possibly all, of the face amount." Investors do not participate in any appreciation of the underlying stock. All payments on the securities are described as subject to the credit risk of Morgan Stanley Finance LLC and Morgan Stanley.

The filing notes that the face amount of $1,000 includes costs associated with issuing, selling, structuring, and hedging the securities, which are borne by the investor, and that consequently the estimated value on the pricing date is approximately $964.30 per security. The securities will not be listed on any securities exchange, and secondary trading may be limited, according to the filing. Morgan Stanley and MSFL filed their registration statement under Registration Statement Nos. 333-293641 and 333-293641-01.

What Was Disclosed

Morgan Stanley Finance LLC disclosed the preliminary terms of auto-callable, contingent-coupon structured notes linked to SoFi Technologies, Inc. common stock, including coupon conditions, call mechanics, downside risk, estimated value, agent commissions, and selected risk factors, in a Free Writing Prospectus filed November 4, 2026.