Morgan Stanley Finance LLC filed a free writing prospectus on October 29, 2026, disclosing preliminary terms for SPUMP40 Contingent Income Memory Buffered Auto-Callable Securities due December 4, 2031, under Registration Statement Nos. 333-293641 and 333-293641-01.

Key Highlights

  • Issuer and guarantor: Morgan Stanley Finance LLC is the issuer, with Morgan Stanley as guarantor, and MSFL has no independent operations or assets, according to the filing.
  • Underlier: The securities are linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index (SPUMP40), established March 14, 2022.
  • Contingent coupon rate: The filing discloses a contingent coupon of 13.50% to 14.50% per annum, paid monthly, with a memory feature.
  • Buffer and maximum loss: A 15% buffer amount applies, with a stated maximum loss of 85% per security.
  • Estimated value: The filing states an estimated value of $940.80 per security, or within $55.00 of that estimate.
  • Pricing and maturity dates: The pricing date is November 30, 2026, and the maturity date is December 4, 2031.
  • Auto-call threshold: Securities will be automatically redeemed if the underlier closes at or above 100% of its initial level on any monthly redemption determination date beginning after 6 months.

SPUMP40 Auto-Callable Securities: Structure and Key Risk Factors

According to the filing, the SPUMP40 Contingent Income Memory Buffered Auto-Callable Securities are issued by Morgan Stanley Finance LLC (MSFL), a finance subsidiary with no independent operations or assets of its own. Morgan Stanley serves as the guarantor. The securities carry CUSIP 61781TQL0 and are linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index, which the filing notes was established on March 14, 2022 and therefore "has very limited operating history."

The filing discloses that the contingent coupon, ranging from 13.50% to 14.50% per annum, is paid monthly and includes a memory feature, meaning previously unpaid coupons may be recovered if the underlier subsequently meets the coupon barrier level of 70% of the initial level. The call threshold level is set at 100% of the initial level; if this is met on any monthly redemption determination date starting six months after issuance, the securities are automatically redeemed and no further payments are made. The filing cautions that investors will not participate in any appreciation in the value of the underlier.

At maturity, the hypothetical payment table in the filing shows that a principal-level return of $1,000.00 per security applies to underlier declines up to 15%, while a -50% change in the underlier would produce a $650.00 payment and a -100% change would produce a $150.00 payment, excluding any contingent coupon at maturity. The filing also notes that the estimated value of $940.80 per security is below the original issue price, reflecting costs associated with issuing, selling, structuring, and hedging the securities. The filing states the securities will not be listed on any securities exchange and that secondary trading may be limited. All payments are subject to the credit risk of Morgan Stanley.

What Was Disclosed

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley (NYSE:MS), filed a free writing prospectus disclosing preliminary terms for auto-callable structured securities linked to the SPUMP40 index, with a pricing date of November 30, 2026, and a maturity date of December 4, 2031, including coupon, buffer, and estimated value details.